Common use of Directors Clause in Contracts

Directors. (a) Effective upon the acceptance for payment of any Shares pursuant to the Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board of Directors that equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment Shares by Parent or any of any its subsidiaries which represent at least a majority of the outstanding Shares pursuant (on a fully diluted basis), and from time to time thereafter, the Offer, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and its Affiliates (including Shares accepted for payment) any of their affiliates bears to the total number of Shares outstandingthen outstanding (such number being the "Board Percentage"). The Company shall, upon request of the Purchaser, cause Purchaser's designees to satisfy the Board Percentage, including without limitation increasing the size of the Company Board and securing resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company Board, and shall cause Parent's designees to be so elected. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.5 hereof), the Company shall retain as members of the Company Board at least two directors who are directors of the Company on the date hereof (the "Company Designees"); provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Company Board. If at any time prior to the Effective Time there are less than two Company Designees on the Company Board, Parent, Purchaser and the Company shall either (i) use its their reasonable best efforts to take all action necessary appoint successors who are not affiliated with Parent or the Purchaser or (ii) permit the resigning Company Designee to cause Parent’s designees to be elected appoint his or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsher successors in his or her reasonable discretion. At such time, the The Company shall also will use its reasonable best efforts to cause individuals persons designated by Parent Purchaser to constitute the number same percentage as is on the Company Board of members, rounded up to the next whole number, on (Ai) each committee Committee of the Board of Directors and Company Board, (Bii) each board of directors of each Subsidiary of the Company and (and iii) each committee thereof) thatof each such board, in each case, represents case only to the same percentage as such individuals represent on the Board of Directorsextent permitted by law. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to The Company's obligations under this Section 1.03(a1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and until Rule 14f-1. Upon receipt of such information from Parent or the Effective TimePurchaser, the Board Company shall include in the Schedule 14D-9 (as an annex or otherwise) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board. (b) From and after the time, if any, that Parent's designees constitute a majority of Directors shall at all times includethe Company Board, and any amendment of this Agreement, any termination of this Agreement by the Company, Parent and Merger Subsidiary shall cause the Board any extension of Directors to at all times include, at least three Continuing Directors and each committee time for performance of any of the Board obligations of Directors and Parent or the board Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company hereunder may be effected only by the action of a majority of the directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of then in office who either were directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of on the date hereof or a person selected by are not affiliated with Parent or the Continuing Directors then in office. If Purchaser, which action shall be deemed to constitute the number action of Continuing Directors is reduced to below three prior to the Effective Timefull Company Board; provided, any remaining Continuing Directors (or Continuing Director, that if there shall be only one remaining) shall be entitled to designate a person to fill no such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees such actions may be effected by unanimous vote of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementthe entire Company Board.

Directors. (a) Effective Parent, Buyer and the Company shall use their respective reasonable best efforts to ensure that the Company Board will, upon the acceptance for payment Closing, be comprised of at least seven (7) directors, (i) at least five (5) of whom may be designated in writing by Parent and Buyer (the “Buyer Directors”), in their sole discretion, as soon as reasonably practicable and in any Shares pursuant event prior to convening the EGM, and (ii) at least two (2) of whom shall initially be current non-executive directors of the Company designated by the Company and Buyer by mutual written agreement (if and to the Offerextent that they shall agree to continue to serve on the Company Board after the Closing), and who shall at all times be independent from Parent, Buyer and the Majority Shareholders and shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008; provided, that, if and to the extent that the current non-executive directors of the Company do not agree to serve on the Company Board after the Closing, Buyer shall (and Parent shall cause Buyer to) designate replacement directors who shall at all times be entitled independent from Parent, Buyer and the Majority Shareholders and who shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008, as promptly as reasonably practicable and in any event prior to designate convening the number of directorsEGM (the directors so designated, rounded up “Independent Directors”). (b) Each Independent Director shall resign from, and the Company shall take such other action reasonably necessary to ensure that each such Independent Director ceases to be a director of, the next whole number, on Company Board upon the Board of Directors that equals the product earliest to occur of (i) such time after the total number Acceptance Time as Buyer and its Affiliates, in the aggregate, own one hundred percent (100%) of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) issued and outstanding Shares and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, Second Step Distribution having been made and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors subsequent liquidation and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary dissolution of the Company (and each committee thereofthe “Liquidation”) thathaving been completed. (c) If, at any time after the Closing, an Independent Director resigns from, or otherwise ceases to be a member of, the Company Board, or ceases to be independent from Parent, Buyer or the Majority Shareholders, in each case, represents prior to the same percentage as such individuals represent on date of resignation contemplated by Section 2.05(b), Parent shall procure that the Board of Directors. Notwithstanding respective Independent Director shall be replaced by a new director that is independent from Parent, Buyer and the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) Majority Shareholders and until the Effective Time, the Board of Directors shall at all times includequalify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008. (d) Parent and Buyer shall supply to the Company in writing any information regarding the Buyer Directors, and (to the Companyextent applicable) those Independent Directors designated by Buyer, as required by applicable Laws in connection with the appointment of the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, to the Company Board, and Parent and Merger Subsidiary Buyer shall cause be solely responsible for any such information. (e) In addition to the Board discharge contemplated by Section 2.04(a)(iv), Buyer shall (i) at the first annual or extraordinary general meeting of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary shareholders of the Company shall at held after the Closing, cause all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary members of the Company Board resigning effective upon the Acceptance Time to be fully and finally discharged for their acts of management or supervision, as applicable and (ii) at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member the first annual or extraordinary general meeting of shareholders of the Board Company held after the resignation of Directors an Independent Director, cause such Independent Director to be fully and finally discharged for his or her acts of supervision; provided that Parent and Buyer shall not be required to cause the discharge of any director for acts as a result of fraud (bedrog), gross negligence (grove ▇▇▇▇▇▇) or willful misconduct (opzet) of such director. (f) Notwithstanding any other required vote, the affirmative vote of the date hereof or Independent Directors shall also be required for approving: (i) any restructuring that would reasonably be expected to lead to a person selected dilution of the shareholdings of the Minority Shareholders, other than (A) pursuant to a rights issue by the Continuing Directors Company or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in office. If the number Company (voorkeursrecht), (B) the Asset Sale, the Second Step Distribution or the Liquidation or (C) the Compulsory Acquisition; and (ii) any other form of Continuing Directors is reduced unequal treatment that prejudices or would reasonably be expected to below three prior prejudice or negatively affect the value of the Shares or voting rights attached to the Effective TimeShares held by the Minority Shareholders, but in any remaining Continuing Directors event not including (or Continuing Director, if there shall be only one remainingA) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remainthe Asset Sale, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders Second Step Distribution and the Liquidation or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement(B) the Compulsory Acquisition.

Directors. (a) Effective upon the acceptance for payment by Sub of any Shares pursuant to the Offershares of Company Common Stock, Parent shall be entitled to designate the number of directorsmembers, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on members of the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.036.6) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares shares of Company Common Stock accepted for payment) payment by Purchaser bears to the total number of Shares shares of Company Common Stock outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company's Board of Directors, including including, without limitation, increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such timetimes, the Company shall also will use its all reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Company's Board of DirectorsDirectors or each committee of the Board (other than any committee of the Board established to take action under this Agreement), and, if requested by Parent, each board of directors of each Subsidiary and each committee of each such board. Notwithstanding the foregoing, following the election or appointment until such time as Parent acquires a majority of Parent’s designees pursuant such outstanding shares of Company Common Stock on a fully-diluted basis (determined as set forth in Exhibit A to this Section 1.03(a) and until the Effective TimeAgreement), the Board Company shall use all reasonable efforts to ensure that all of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee members of the Board of Directors and such boards and committees as of the board of directors of each Subsidiary date hereof who are not employees of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee remain members of the Board of Directors and the board of directors of each Subsidiary of the Company such boards and committees. (b) The Company's obligations to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of appoint designees to the Board of Directors as shall be subject to Section 14(f) of the date hereof or a person selected by Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.6 and shall include in the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior Schedule 14D-9 such information with respect to the Effective TimeCompany and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.6. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, directors and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementaffiliates required by Section 14(f) and Rule 14f-1.

Directors. (a) Effective Promptly upon the acceptance for payment purchase of any Shares shares of Common Stock pursuant to the Offer, Parent and from time to time thereafter, Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors that equals equal to the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned shares of Common Stock purchased by Parent and its Affiliates (including Shares accepted for payment) Merger Sub or Purchaser or any affiliate bears to the total number of Shares outstandingshares of Common Stock outstanding (the "Percentage"), and the Company shall use shall, upon request by Purchaser, promptly increase the size of the Board of Directors and/or exercise its reasonable best efforts to take all action secure the resignations of such number of directors as is necessary to cause Parent’s enable Purchaser's designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) thatshall cause Purchaser's designees to be so elected; provided, in each casehowever, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and that until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, will have at least three one Continuing Directors and Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board of Directors and Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior to the Effective Time, the approval of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") shall at all times include, be required to authorize (and such authorization shall constitute the Company, Parent and Merger Subsidiary shall cause each committee authorization of the Board of Directors and no other action on the board of directors of each Subsidiary part of the Company Company, including any action by any other director of the Company, shall be required to at all times includeauthorize) any termination of this Agreement by the Company, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member any amendment of this Agreement requiring action by the Board of Directors as Directors, any extension of time for the performance of any of the date hereof obligations or a person selected by the Continuing Directors then in office. If the number other acts of Continuing Directors is reduced to below three prior to the Effective TimePurchaser or Merger Sub, and any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee waiver of Parent or compliance with any of its Affiliates and who shall be deemed to be a Continuing Director the agreements or conditions contained herein for all purposes the benefit of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementCompany.

Directors. (a) Effective upon the acceptance for payment of any Shares pursuant Offer Closing and from time to the Offertime thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board of Directors that equals the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.031.3) and (ii) the percentage that the number of Shares shares of Company Common Stock beneficially owned by Parent and its Affiliates and/or Merger Sub (including Shares shares accepted for payment) bears to the total number of Shares shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of DirectorsCompany Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of Directorsthe 1934 Act and Rule 14f-1 promulgated thereunder. Notwithstanding The Company shall promptly take all actions necessary to effect the foregoingappointment of Parent’s designees, following including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to this Section 1.03(a1.3(a) and until the Effective TimeTime (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee including any action by any other director of the Board Company, shall be required to authorize) any termination of Directors and this Agreement by the board Company, any amendment of directors this Agreement requiring action by the Company Board, any extension of each Subsidiary time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company shall at all times include, and or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors ’s stockholders (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of other than Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementMerger Sub).

Directors. (a) Effective Section 1.3.1 Subject to compliance with applicable law, promptly upon the acceptance payment by the Purchaser for payment of any Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (determined after giving effect to the election of any additional directors elected pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and or any of its Affiliates (including Shares accepted for payment) affiliates bears to the total number of Shares outstandingthen outstanding (including, in each case, any outstanding securities of the Company owned by Parent or any of its affiliates convertible or exchangeable into or exercisable for Shares on an as-converted basis), and the Company shall use its reasonable best efforts to shall, upon request of Parent, promptly take all action actions necessary to cause Parent’s designees to be elected so elected, including, if necessary, seeking the resignations of one or appointed more existing directors; provided, however, that prior to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timeEffective Time, the Company Board shall also use its reasonable best efforts always have at least two Continuing Directors. Section 1.3.2 The Company’s obligations to cause individuals designated by Parent to constitute the number of members, rounded up appoint Parent’s designees to the next whole number, on (ACompany Board shall be subject to Section 14(f) each committee of the Board of Directors Exchange Act and (B) each board of directors of each Subsidiary of Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company (and each committee thereof) thatits officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company any information with respect to itself, the Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by such Section and Rule, and the Company shall include such information in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following Schedule 14D-9. Section 1.3.3 Following the election or appointment of Parent’s designees to the Company Board pursuant to this Section 1.03(a) 1.3 and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, the Company’s bylaws shall be amended to provide that any remaining Adverse Matter (as defined below) shall require, in addition to any other affirmative votes required under the DGCL, the affirmative vote of not less than a majority of the entire Company Board, which majority shall include the concurrence of a majority of the Continuing Directors Directors; provided, however, that if the foregoing provisions of this subsection are invalid or incapable of being enforced under applicable law, then neither Parent nor the Purchaser shall approve (either in its capacity as a stockholder or as a party to this Agreement, as applicable), and Parent and the Purchaser shall use their reasonable efforts to prevent the occurrence of, such action unless such actions shall have received the unanimous approval of the entire Company Board. For the purposes of this Section 1.3.3, an “Adverse Matter” shall mean any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the Purchaser hereunder, or any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder, if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the stockholders of the Company other than the Purchaser or its affiliates. For purposes of this Section 1.3, the term “Continuing DirectorDirectors” shall mean any directors of the Company then serving, if any, who are directors as of the date hereof. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective reasonable efforts to ensure that at least two of the members of the Company Board shall, at all times prior to the Effective Time (as defined in Section 2.2 hereof), be Continuing Directors, provided that, if there shall be only one remaining) in office fewer than two Continuing Directors for any reason, the parties shall be entitled use their reasonable efforts to designate a cause the Company Board to cause the person designated by the remaining Continuing Director to fill such vacancy who is not an officervacancy, director, stockholder or designee of Parent or any of its Affiliates and who which person shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if . If no Continuing Directors then remain, the other directors of the Company then in office shall designate three two persons to fill such vacancies who are will not be directors, officers, directors, stockholders employees or designees affiliates of Parent or any of its Affiliatesthe Purchaser, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. The Company Board shall not delegate any Adverse Matter to any committee of the Company Board unless such committee consists only of Continuing Directors.

Directors. (a) Effective upon the acceptance for payment of any Shares pursuant Offer Closing and from time to the Offertime thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board of Directors that equals the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.031.3) and (ii) the percentage that the number of Shares shares of Company Common Stock beneficially owned by Parent and its Affiliates and/or Merger Sub (including Shares shares accepted for paymentpayment pursuant to the Offer) bears to the total number of Shares shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to shall, promptly following Parent’s written request, cause Parent’s designees to be elected or appointed to the Board of DirectorsCompany Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsdirectors (with such method to be by the election of Parent, including the selection of the individuals designated for resignation). The Company shall take such actions necessary to cause Parent’s designees to be Continuing Directors under the Company’s Articles of Incorporation. At each such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the proportional number of members, rounded up to the next whole number, on (A) each committee of the Company Board of Directors and (B) each board in proportion to the number of directors of each Subsidiary designated by Parent to the Company Board, to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and, to the extent applicable to a “controlled company,” the Nasdaq Marketplace Rules. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its shareholders such information with respect to the Company and its officers and directors as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) and this Section 1.3(b) shall be subject to the receipt of such information. (and each committee thereofc) that, Notwithstanding anything in each case, represents this Agreement to the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoingcontrary, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a1.3(a) and until the Effective Time, the Board affirmative vote of Directors a majority of the directors of the Company then in office who were not so designated by Parent shall at all times includebe required to authorize (and such authorization shall constitute the authorization of the Company Board, and if any other action on the part of the Company, including any action by any other director of the Company, shall be required, Parent and Merger Subsidiary shall cause the Board directors designated by Parent to take all necessary actions required to ratify such actions) (i) any termination of Directors to at all times includethis Agreement by the Company, at least three Continuing Directors and each committee (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iv) any waiver of compliance with any of the Board of Directors and agreements or conditions contained herein for the board of directors of each Subsidiary benefit of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates the Company’s rights or benefits hereunder and who shall be deemed to be a Continuing Director for all purposes (v) any amendment of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees Company’s Articles of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementIncorporation.

Directors. (a) Effective Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon the acceptance for payment of any Shares purchase by Purchaser pursuant to the OfferOffer of such number of Shares as represents at least a majority of the outstanding Shares, Parent and from time to time thereafter, Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, to serve on the Board of Directors that equals of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this Section 1.03section) and (ii) the percentage that the such number of Shares beneficially owned by Parent and its Affiliates and/or Purchaser (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding. The Company shall, and the Company shall use its reasonable best efforts to upon request by Purchaser, promptly take all action actions necessary to cause Parent’s Purchaser's designees to be elected or appointed to the Board of DirectorsDirectors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors and seeking and accepting resignations as is necessary to provide Purchaser with such level of incumbent directors. At such timerepresentation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall also use its reasonable best efforts continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause individuals persons designated by Parent Purchaser to constitute the number same percentage as is on the entire Board of members, rounded up Directors of the Company (giving effect to the next whole number, this Section 1.04) to be on (Ai) each committee of the Board of Directors of the Company and (Bii) each board Board of directors Directors and each committee thereof of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Company. The Company's obligations to appoint designees to its Board of DirectorsDirectors shall be subject to compliance with Section 14(f) of the Exchange Act. Notwithstanding At the foregoingrequest of Purchaser, following the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.04 and shall include in the Schedule 14D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Parent’s Purchaser's designees pursuant to this Section 1.03(a1.04(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if and so long as there shall be only at least one remaining) shall be entitled to designate a person to fill such vacancy who is not an officerContinuing Director (as defined below), directorany amendment or termination of this Agreement requiring action by the Company, stockholder any extension of time for the performance of any of the obligations or designee other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of its Affiliates and the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to be a Continuing Director for all purposes constitute the action of this Agreement, or, the full Board of Directors even if no such majority of Continuing Directors does not constitute a majority of all directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementin office.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment of any Shares by Purchaser pursuant to the OfferAmended Offer which represent at least a majority of the Shares (on a fully diluted basis) and from time to time thereafter, Parent Praxair and Purchaser shall be entitled to designate members of the Board such that Praxair and Purchaser, subject to compliance with Section 14(f) of the Exchange Act, will have a number of directorsrepresentatives on the Board, rounded up to the next whole number, on the Board of Directors that equals equal to the product of (ix) the total number of directors on the Board of Directors multiplied by (giving effect to the election of any additional directors pursuant to this Section 1.03) and (iiy) the percentage that of the number of outstanding Shares beneficially owned by Parent and Purchaser or its Affiliates (including Shares accepted for payment) bears affiliates; provided, that, any action to be taken prior to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to Effective Time (as defined in Section 2.3 hereof) by the Board with respect to this Agreement shall be approved by a majority of Directors, including increasing the number of those directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directorswho have not been designated by Praxair or Purchaser. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Company and Praxair shall use all reasonable efforts to retain as members of Company's Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee two directors who at the time are neither officers of the Board of Directors and the board of directors of each Subsidiary of Praxair or the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Directorany of their respective affiliates), if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee nor designees of Parent Purchaser (or any of its Affiliates and who shall be deemed affiliates), nor shareholders or affiliates of Purchaser (or any respective affiliate) (the "Disinterested Directors"). The Company shall, upon request by Praxair or Purchaser, promptly increase the size of the Board to the extent permitted by the Company's Restated Certificate of Incorporation (the "Company Charter") and, to the extent required to comply with this Section 1.3, secure the resignations of such number of directors as is necessary to enable Praxair's designees to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, elected to the other directors Board and shall designate three persons to fill such vacancies who are not officers, directors, stockholders or cause Praxair's designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementso elected.

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares for exchange pursuant to the OfferOffer which, Parent together with the Shares then beneficially owned by the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis and at all times thereafter, the Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by the Purchaser pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent the Purchaser and any of its Affiliates (including Shares accepted for payment) affiliates bears to the total number of Shares then outstanding. The Company shall, and upon the Purchaser’s request at any time following the acceptance of any Shares for exchange pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly-created directorships on the Company shall use Board of Directors, promptly increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or promptly securing the resignations of such number of its reasonable best efforts incumbent directors as are necessary or desirable to take all action necessary to cause Parentenable the Purchaser’s designees to be so elected or appointed designated to the Company Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals the Purchaser’s designees to be so elected or designated at such time. The Company shall, upon the Purchaser’s request following the acceptance of any Shares for exchange pursuant to the Offer, also cause Persons elected or designated by Parent the Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (Ai) each committee of the Company Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Company Subsidiary of the Company and (and iii) each committee thereof(or similar body) thatof each such board, in each casecase only to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq. Upon consummation of the Offer, represents the same percentage Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such individuals represent on status. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable the Purchaser’s designees to be elected or designated to the Company Board of Directors. Notwithstanding The Purchaser shall provide the foregoingCompany with information with respect to the Purchaser’s designees and the Purchaser’s officers, following directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that the Purchaser or any of its affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or appointment of Parentotherwise. (b) In the event that the Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to this Section 1.03(a) and 1.3(a), then, until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary Company shall cause the Company Board of Directors to at all times include, at least three Continuing Directors and each committee maintain two (2) directors who are members of the Company Board of Directors and on the board date hereof, each of directors of each Subsidiary whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Company shall at all times include, Nasdaq Marketplace Rules and eligible to serve on the Company, Parent ’s audit committee under the Exchange Act and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times includeNasdaq rules and, at least one Continuing Director. A of whom shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto (the “Continuing Director” shall mean a person who Directors”); provided, however, that if any Continuing Director is a member of unable to serve due to death, disability or resignation, the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remainingDirector(s) shall be entitled to elect or designate a person another Person (or Persons) to fill such vacancy who is not an officervacancy, director, stockholder and such Person (or designee of Parent or any of its Affiliates and who Persons) shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if . If no Continuing Directors Director then remainremains, the other directors shall designate three persons two (2) Persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons Persons shall be deemed to be Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if the Purchaser’s designees constitute a majority of the Company Board of Directors after the acceptance of any Shares for exchange pursuant to the Offer and prior to the Effective Time, then the affirmative vote of a majority of the Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or the shareholders of the Company as may be required by the Restated Articles of Incorporation of the Company (as amended, the “Company Articles”), the bylaws of the Company (as amended, the “Company Bylaws”, and together with the Company Articles, the “Company Governing Documents”) or applicable law) be required (i) for the Company to amend or terminate this Agreement, (ii) to exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect the holders of the Shares (other than the Purchaser), (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of the Shares (other than the Purchaser) or (iv) to take any other action of the Company Board of Directors under or in connection with this Agreement if such action would materially and adversely affect the holders of the Shares (other than the Purchaser); provided, however, that if there shall be no Continuing Directors as a result of such Persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Effective Subject to compliance with applicable law, promptly upon the acceptance payment by the Purchaser for payment of any Shares pursuant to the OfferOffer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors that equals of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and or its Affiliates (including Shares accepted for payment) affiliates bears to the total number of Shares then outstanding, and the Company shall use its reasonable best efforts to shall, upon request of Parent, promptly take all action actions necessary to cause Parent’s 's designees to be elected so elected, including, if necessary, seeking the resignations of one or appointed more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of Directorsthe Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, including increasing the number of directors and seeking affiliates required by such Section and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up Rule to the next whole number, on Company. (Ac) each committee of the Board of Directors From and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following after the election or appointment of Parent’s 's designees pursuant to this Section 1.03(a) 1.03 and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (amendment or Continuing Directortermination of this Agreement by the Company, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder any extension by the Company of the time for the performance of any of the obligations or designee other acts of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.the

Directors. (a) Effective Buyer and the Company, including the Company Board and each of the directors, shall use their respective best efforts, including through their (vote in favor of any) nomination or appointment of any person to the Company Board and their (vote in favor of any) resignation from the Company Board, to ensure that the Company Board will, upon the acceptance for payment Closing, be composed of any Shares pursuant to the Offer, Parent shall be entitled to designate the number of seven (7) directors, rounded up five (5) of which will be designated by Buyer (the “Buyer Directors”) in writing, in its sole discretion, as soon as reasonably practicable and in any event prior to convening the next whole numberEGM, on and two (2) of whom will be current non-executive directors of the Board of Company, and at all times independent from Buyer (the “Independent Directors”). The initial Independent Directors that equals will be mutually agreed upon by Buyer and the product of Company. (ib) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstandingEach Independent Director shall resign from, and the Company shall use its reasonable best efforts to take all such other action necessary to cause Parent’s designees ensure that each such Independent Director ceases to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timea director of, the Company Board upon the earliest of (i) such time after the Acceptance Time as Buyer owns one hundred percent (100%) of the issued and outstanding Shares, (ii) the Second Step Distribution being paid in full and (iii) completion of the liquidation of the Company. (c) If an Independent Director resigns from, or otherwise ceases to be a member of the, Company Board prior to the date of resignation contemplated by Section 2.05(b), Buyer shall also use its reasonable best efforts procure that the respective Independent Director will be replaced by a new director that is independent from Buyer. (d) Buyer shall supply to the Company in writing any information regarding the Buyer Directors as required by applicable Laws in connection with the appointment of the Buyer Directors to the Company Board and the EGM, and be solely responsible for any such information. (e) In addition to the discharge contemplated by Section 2.04(a)(iv), Buyer shall (i) at the first annual general meeting of the Company held after the Closing, cause all members of the Company Board resigning effective upon the Acceptance Time to be fully and finally discharged for their acts of management or supervision, as applicable, and (ii) at the first annual general meeting of the Company held after the resignation of an Independent Director, cause such Independent Director to be fully and finally discharged for his or her acts of supervision; provided that Buyer shall not be required to cause individuals designated by Parent the discharge of any director for acts as a result of fraud (bedrog), gross negligence (grove ▇▇▇▇▇▇), or willful misconduct (opzet) of such director. (f) Notwithstanding any other required vote, the affirmative vote of the Independent Directors will also be required for approving: (i) any restructuring that could reasonably be expected to constitute lead to a dilution of the number shareholdings of membersthe Minority Shareholders, rounded up to the next whole number, on other than (A) each committee of pursuant to a rights issue by the Board of Directors and Company or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in the Company (voorkeursrecht), (B) each board the Asset Sale and Second Step Distribution or (C) the Compulsory Acquisition; and (ii) any other form of directors of each Subsidiary unequal treatment that prejudices or could reasonably be expected to prejudice or negatively affect the value of the Company (and each committee thereof) that, in each case, represents Shares or voting rights attached to the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected Shares held by the Continuing Directors then Minority Shareholders, but in office. If any event not including (A) the number of Continuing Directors is reduced to below three prior to Asset Sale and Second Step Distribution or (B) the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementCompulsory Acquisition.

Directors. (a) Effective upon the acceptance for payment purchase of any Shares shares of Company Common Stock pursuant to the Offer, Parent Parent, in accordance with applicable Law, including U.S. federal securities laws, shall be entitled to designate the number of directors, rounded up to the next whole number, on constituting the Company’s entire Board of Directors that equals the product of (i) the total number of directors on the Company’s entire Board of Directors (giving effect to the election of any additional directors designated and elected by Parent pursuant to this Section 1.031.3(a)) and (ii) the percentage that the number of Shares shares of Company Common Stock beneficially owned by Parent and its Affiliates and/or Merger Sub (including Shares accepted for paymentshares of Company Common Stock purchased pursuant to the Offer) bears to the total number of Shares shares of Company Common Stock then outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including including, if necessary, by increasing the total number of directors Company directorships, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (Ai) each committee of the Company’s Board of Directors and (Bii) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Company’s Board of Directors. Notwithstanding Without limiting the foregoinggenerality of the foregoing paragraph, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, the Company’s Board of Directors shall be composed of not less than two Continuing Directors each of whom shall be a Qualified Person and if the number of Continuing Directors shall ever be fewer than two for any reason (or if immediately following consummation of the Offer there are not at least two then-existing directors of the Company who are Qualified Persons and willing to serve as Continuing Directors), then the number of Continuing Directors required hereunder shall be one, unless the remaining Continuing Directors (Director is able to identify a Qualified Person who is not then an officer or Affiliate of the Company, Parent or any of their respective subsidiaries and is willing to serve as a Continuing Director, if there shall be only one remaining) in which case such remaining Continuing Director shall be entitled to designate a person any such Qualified Person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who such designated Qualified Person shall be deemed to be a Continuing Director for all purposes of this Agreement, or, or if no Continuing Directors then remain, the other directors shall be required to designate three persons two Qualified Persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.

Directors. (a) Effective Promptly upon the acceptance for payment purchase by Purchaser of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this Section 1.03sentence and including current directors serving as officers of the Company) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and its Affiliates Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for paymentpayment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of Shares shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company shall will use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors of the Company and the board Board of directors Directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or a person selected by associates (within the Continuing Directors then in office. If meaning of the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remainingfederal securities laws) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent (one or any more of its Affiliates and who shall be deemed to be a Continuing such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director for all purposes of this Agreement, or, (if any) or if no Continuing Independent Directors then remain, the other directors directors, shall designate three persons to fill such the vacancies who are shall not officersbe either officers of the Company or designees, directorsshareholders, stockholders affiliates or designees associates of Parent or any of its AffiliatesParent, and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent and Purchaser will supply the Company and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Notwithstanding anything in this Agreement to the contrary, during the period after the election of directors designated by Purchaser pursuant to this Section 1.3 but prior to the Effective Time, the Board of Directors of the Company shall delegate to a committee of the Board of Directors of the Company comprised solely of the Independent Directors (the “Independent Committee”) the sole responsibility for (i) the amendment or termination of this Agreement (in either case in accordance with this Agreement) on behalf of the Company, (ii) the exercise or waiver of any of the Company’s rights, benefits or remedies hereunder, (iii) the extension of the time for performance of Parent’s or Purchaser’s obligations hereunder, or (iv) the taking of any other action of the Company’s Board of Directors under or in connection with this Agreement in any manner that adversely affects the holders of the Company Common Stock, as determined by a majority of the Independent Committee. The Independent Committee shall have the authority to retain such counsel and other advisors at the reasonable expense of the Company as determined appropriate by the Independent Committee. The provisions of this Section 1.3 are in addition to and shall not limit any rights to which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the election of directors of the Company or otherwise.

Directors. (a) Effective Parent, Buyer and the Company shall use their respective reasonable best efforts (including, in the case of the Company, obtaining the necessary resignations of existing directors) to ensure that the Company Board will, upon the acceptance for payment Closing, be comprised of at least seven (7) directors, (i) at least five (5) of whom may be designated in writing by Parent and Buyer (the “Buyer Directors”), in their sole discretion, as soon as reasonably practicable and in any Shares pursuant event prior to convening the EGM, and (ii) at least two (2) of whom shall initially be current non-executive directors of the Company designated by the Company and Buyer by mutual written agreement (if and to the Offerextent that they shall agree to continue to serve on the Company Board after the Closing), and who are at all times independent from Parent and Buyer and at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016; provided, that, if and to the extent that the current non-executive directors of the Company do not agree to serve on the Company Board after the Closing, Buyer shall (and Parent shall cause Buyer to) designate replacement directors who are at all times independent from Parent and Buyer and who at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016, as promptly as reasonably practicable and in any event prior to convening the EGM (the directors so designated, “Independent Directors”). (b) Each Independent Director shall resign from, and the Company shall take such other action reasonably necessary to ensure that each such Independent Director ceases to be entitled a director of, the Company Board upon the earliest to designate the number of directors, rounded up to the next whole number, on the Board of Directors that equals the product occur of (i) such time after the total number Acceptance Time as Buyer and its Affiliates, in the aggregate, own one hundred percent (100%) of directors on the Board issued and outstanding Shares, including, for the avoidance of Directors (giving effect doubt, pursuant to the election of any additional directors pursuant to this Section 1.03) Mergers and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, Second Step Distribution having been made and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors subsequent liquidation and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary dissolution of the Company (and each committee thereofthe “Liquidation”) thathaving been completed. (c) If, at any time after the Closing, an Independent Director resigns from, or otherwise ceases to be a member of the Company Board, or ceases to be independent (in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016) from Parent or Buyer, in each case, represents prior to the same percentage as such individuals represent on date of resignation contemplated by Section 2.5(b), Parent shall procure that the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) respective Independent Director is replaced by a new director who is independent from Parent and until the Effective Time, the Board of Directors shall Buyer and at all times includequalifies as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016. (d) Parent and Buyer shall supply to the Company in writing any information regarding the Buyer Directors, and (to the Companyextent applicable) those Independent Directors designated by Buyer, as required by applicable Laws in connection with the appointment of the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, to the Company Board, and Parent and Merger Subsidiary Buyer shall cause be solely responsible for any such information. (e) In addition to the Board discharge contemplated by Section 2.4(a)(v), Buyer shall (i) at the first annual or extraordinary general meeting of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary shareholders of the Company shall at held after the Closing, cause all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary members of the Company Board resigning effective upon the Acceptance Time to be fully and finally discharged for their acts of management or supervision, as applicable and (ii) at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member the first annual or extraordinary general meeting of shareholders of the Board Company held after the resignation of an Independent Director, cause such Independent Directors to be fully and finally discharged for his or her acts of supervision; provided, that such discharge will be limited to the extent provided by general principles of Dutch law as in effect from time to time. (f) Notwithstanding any other required vote, the affirmative vote of the date hereof or Independent Directors shall also be required for approving: (i) any restructuring that would reasonably be expected to lead to a person selected dilution of the shareholdings of the Minority Shareholders, other than (A) pursuant to a rights issue by the Continuing Directors Company or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in office. If the number Company (voorkeursrecht), (B) the Asset Sale, the Second Step Distribution and the Liquidation, (C) the Mergers or (D) the Compulsory Acquisition; and (ii) any other form of Continuing Directors is reduced unequal treatment that prejudices or would reasonably be expected to below three prior prejudice or negatively affect the value of the Shares or voting rights attached to the Effective TimeShares held by the Minority Shareholders, but in any remaining Continuing Directors event not including (or Continuing Director, if there shall be only one remainingA) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remainthe Asset Sale, the other directors shall designate three persons to fill such vacancies who are not officersSecond Step Distribution and the Liquidation, directors, stockholders (B) the Mergers or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement(C) the Compulsory Acquisition.

Directors. (a) Effective Promptly upon the acceptance for payment purchase of any Shares by Sub pursuant to the Offer, and from time to time thereafter, (i) Parent shall will be entitled to designate the such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole numbernumber as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors that equals equal to the product of (iA) the total number of directors on the Company Board of Directors (giving effect to any increase in the election number of any additional directors pursuant to this Section 1.031.04) and (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding (such number being, the "Board Percentage"), provided, however, that if the number of Shares purchased pursuant to the Offer equals or exceeds 49.9% of the outstanding Shares, the Board Percentage will in all events be at least a majority of the members of the Company Board, and (ii) the percentage that Company will, upon request by Parent, promptly satisfy the Board Percentage by (A) increasing the size of the Company Board or (B) using reasonable efforts to secure the resignations of such number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action directors as is necessary to cause enable Parent’s designees 's Designees to be elected or appointed to the Company Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent's Designees promptly to be so elected, subject in all instances to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, the Company will take all lawful action necessary to effect any such election. Parent to constitute the number of members, rounded up will supply to the next whole numberCompany in writing and be solely responsible for any information with respect to itself, on (Athe Parent's Designees and Parent's officers, directors and affiliates required by Section 14(f) each committee of the Board of Directors Exchange and (B) each board of directors of each Subsidiary of Rule 14f-1 promulgated thereunder to be included in the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of DirectorsSchedule 14D-9. Notwithstanding the foregoing, at all times prior to the Effective Time, the Company Board will include at least two Continuing Directors. (b) Notwithstanding any other provision hereof, of the articles of incorporation or bylaws of the Company or of applicable Law to the contrary, following the election or appointment of Parent’s designees 's Designees pursuant to this Section 1.03(a) 1.04 and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (amendment or Continuing Directortermination of this Agreement by the Company, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder extension by the Company for the performance or designee waiver of the obligations or other acts of Parent or any Sub hereunder or waiver by the Company of its Affiliates the Company's rights hereunder will require the concurrence of a majority of directors of the Company then in office who are directors on the date hereof and who shall be deemed voted to be a approve this Agreement (such directors, the "Continuing Director for all purposes Directors"). (c) Notwithstanding any other provision hereof, of the articles of incorporation or bylaws of Parent and Sub or of applicable Law to the contrary, on or after the date hereof, any amendment or termination of this AgreementAgreement by Parent or Sub, or, if no Continuing extension by Parent or Sub for the performance or waiver of the obligations or other acts of the Company hereunder or waiver by Parent or Sub of the rights of Parent or Sub hereunder will be taken by a majority of the members of the Board of Directors then remain, of Parent (the other directors shall designate three persons to fill such vacancies "Parent Board") who are not officers, directors, stockholders or designees of Parent employed by the Company or any Subsidiary of its Affiliatesthe Company on the date hereof (such directors being on the date hereof Messrs. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., and such persons shall be deemed ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) (the "Unaffiliated Directors") or any successor thereto elected to be Continuing Directors for all purposes the Parent Board with the prior approval of this Agreementthe Unaffiliated Directors.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment of any Shares by Parent or Newco pursuant to the OfferOffer (provided the Shares so purchased represent at least a majority of the Shares issued and outstanding on a fully diluted basis), Parent shall be entitled to designate the such number of directors, rounded up to the next nearest whole number, on the Board of Directors that equals as is equal to the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this sentence and the requirements of Section 1.031.3(b)) and (ii) multiplied by the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares so accepted for payment) payment bears to the total number of Shares outstandingthen issued and outstanding on a fully diluted basis. In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon Parent or Newco’s request, use all reasonable efforts promptly either to increase the size of the Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected to the Board, and shall take all actions available to the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the Company shall also use its reasonable best efforts and subject to cause individuals designated by Parent to constitute the number of members, rounded up provisions described below with respect to the next whole number, on (A) each committee composition of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three Audit Committee prior to the Effective Time, the Company shall also cause persons designated by Parent to have appropriate representation on (i) each committee of the Board, (ii) each board of directors (or similar body) of each subsidiary and (iii) each committee (or similar body) of each such board. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected to the Board (provided that Newco shall have provided to the Company on a timely basis all information required to be included with respect to Newco’s designees). The provisions of this Section 1.3 are in addition to and shall not limit any rights which Newco, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (b) In the event that Parent’s designees are elected to the Board, until the Effective Time (as defined below), the Board shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company (the “Original Directors”) and at least three Original Directors shall serve on the Audit Committee of the Board such that the Audit Committee complies with all applicable requirements of the SEC and the Nasdaq Stock Market (collectively, the “Audit Committee Requirements”); provided that, in such event, if the number of Original Directors is reduced below three for any reason whatsoever, any remaining Continuing Original Directors (or Continuing Original Director, if there shall be only one remaining) shall be entitled to designate a person persons (who shall not be officers or affiliates of the Company) to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and vacancies who shall be deemed to be a Continuing Director Original Directors for all purposes of this Agreement, Agreement or, if no Continuing Directors Original Director then remainremains, the other directors shall designate three persons to fill such vacancies who are shall not officersbe stockholders, directors, stockholders affiliates or designees associates of Parent or any of its AffiliatesNewco, and such persons shall be deemed to be Continuing Original Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent’s designees are elected to the Board before the Effective Time, the affirmative vote of a majority of the Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company’s rights, benefits or remedies hereunder, or (c) take any other action by the Board under or in connection with this Agreement.

Directors. (a) Effective Promptly upon the acceptance for payment purchase of Shares by Parent or Purchaser or any Shares of its Subsidiaries pursuant to the OfferOffer and/or pursuant to any of the Stock Purchase Agreements which represents at least a majority of the outstanding Shares, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors that equals of the Company as is equal to the product of (i) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors designated by Purchaser pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares so accepted for payment) payment bears to the total number of Shares then outstanding. In furtherance thereof, and the Company shall shall, upon request of the Purchaser, use its reasonable best efforts promptly either to take all action increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to cause Parent’s enable Purchaser's designees to be so elected or appointed to the Company's Board of Directors, including increasing and shall take all actions available to the number of directors and seeking and accepting resignations of incumbent directorsCompany to cause Purchaser's designees to be so elected. At such time, the Company shall shall, if requested by Purchaser, also use its reasonable best efforts to cause individuals persons designated by Parent Purchaser to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company's Board of Directors of (Ai) each committee of the Company's Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Subsidiary of the Company and (and iii) each committee thereof(or similar body) thatof each such board. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.03(a), in each case, represents including mailing to stockholders the same percentage information required by such Section 14(f) and Rule 14f-1 as such individuals represent on is necessary to enable Purchaser's designees to be elected to the Company's Board of Directors. Notwithstanding Purchaser or Parent will supply the foregoingCompany and be solely responsible for any information with respect to either of them and their nominees, following officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.03 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or appointment otherwise. (c) In the event Purchaser's designees are elected to the Company's Board of Parent’s designees pursuant to this Section 1.03(a) and Directors, until the Effective TimeTime (as defined below), the Company's Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, have at least three Continuing Directors and each committee of the Board of Directors and the board of two directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of who are directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of on the date hereof or a person selected by the Continuing Directors then ("Independent Directors"), provided that, in office. If such event, if the number of Continuing Independent Directors is shall be reduced to below three prior to the Effective Timetwo for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate a person persons to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and vacancies who shall be deemed to be a Continuing Director Independent Directors for all purposes of this Agreement, Agreement or, if no Continuing Directors Independent Director then remainremains, the other directors shall designate three two persons to fill such vacancies who are shall not officersbe stockholders, directors, stockholders affiliates or designees associates of Purchaser or Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Purchaser's designees are elected to the Company's Board, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights, benefits or remedies hereunder or (iii) take any other action by the Company's Board under or in connection with this Agreement.

Directors. (a) Effective 3.5.1. Promptly upon the acceptance purchase of and payment for payment of any Company Common Shares pursuant by Parent on the Share Purchase Date and prior to the OfferEffective Time, Parent (i) the size of the Board of Directors of the Company shall be entitled decreased to designate seven, (ii) all current directors shall resign, other than three of the current directors who are not employees of the Company or shareholders, affiliates, associates or employees of Parent or Purchaser (as shall be designated by the board of directors of the Company prior to the Share Purchase Date), and (iii) a number of directors, rounded up persons equal to the next whole number, aggregate vacancies so created shall be designated by Parent and shall be elected to fill the vacancies so created. Any person designated by Parent to serve on the Board of Directors that equals of the product Company between the Share Purchase Date and the Effective Time shall be responsible, qualified and knowledgeable about the retail industry and/or the sporting goods industry, and the persons designated by Parent to serve shall, collectively, satisfy all applicable NASD listing standards for composition of the board. The Company shall, upon request of Parent, use its reasonable best efforts promptly to secure the resignations of such number of its incumbent directors as is necessary to enable Parent’s designees to be so elected or appointed to the Board of Directors (i) and to the extent the Company is not successful in securing all of such resignations, increase the size of the Board of Directors to enable Parent to designate a majority of the total number of directors on of the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstandingCompany), and the Company shall use its reasonable best efforts to cause Parent’s designees to be so elected or appointed at such time. The Company’s obligations under this Section 3.5.1 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 3.5.1 (subject to Parent’s timely notification to the Company of such information as is necessary to cause Parentfulfill such obligations), including mailing to shareholders (together with the Schedule 14D-9 if Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the parent’s designees to be elected or appointed to the Board Company’s board of Directorsdirectors. Parent or Purchaser will supply the Company in writing and be solely responsible for any information with respect to either of them and their nominees, including increasing the number of officers, directors and seeking affiliates required by such Section 14(f) and accepting resignations Rule 14f-1. The provisions of incumbent directors. At such timethis Section 3.5.1 are in addition to and shall not limit any rights which Purchaser, the Parent or any of their affiliates may have as a holder or beneficial owner of Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number Common Shares as a matter of members, rounded up law with respect to the next whole number, on (A) each committee of the Board of Directors and (B) each board election of directors of each Subsidiary of the Company (and each committee thereof) that, or otherwise. 3.5.2. As provided in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoingSection 3.5.1, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) Share Purchase Date and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, the Company shall cause its Board of Directors to have at least three directors who are directors on the date hereof and who are not employed by the Company and who are not affiliates, associates, shareholders or employees of Parent or Purchaser (the “Independent Directors”); provided, however, that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be is only one remaining) shall be entitled to designate a person to fill such vacancy any other person(s) who is shall not an officerbe shareholders, directoraffiliates, stockholder associates or designee employees of Parent or any of its Affiliates subsidiaries to fill such vacancies and who such person(s) shall be deemed to be a Continuing Director Independent Director(s) for all purposes of this AgreementAgreement (provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, orbut in any event within five business days, and provided further that if no Continuing Directors Independent Director then remainremains, the other directors shall designate three persons to fill such vacancies who are shall not officersbe shareholders, directorsaffiliates, stockholders associates or designees employees of Parent or any of its Affiliates, subsidiaries to fill such vacancies and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement). Following the Share Purchase Date and prior to the Effective Time, neither Parent nor Purchaser will take any action to cause any Independent Director to be removed other than for cause. Notwithstanding anything in this Agreement to the contrary, after the Share Purchase Date and prior to the Effective Time, any approval by the Board of Directors or any other Company action must be made at a time when there are at least three Independent Directors serving on the board of directors of the Company and with the approval of at least six of the seven directors of the Company (in each case, or such other number of directors that ensures that at least a majority of the Independent Directors has granted such approval) in order to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company’s rights, benefits or remedies hereunder, or (iii) take any other action of the Board of Directors under or in connection with this Agreement in any manner that adversely affects the holders of Company Common Shares, as determined by a majority of the Independent Directors. The Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as determined appropriate by any of the Independent Directors. In addition, the Independent Directors shall have the authority to institute any action, on behalf of the Company, to enforce performance of this Agreement. For purposes of this Agreement, an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares by the Purchaser pursuant to the OfferOffer and from time to time thereafter, Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.031.3) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and its Affiliates (including Shares accepted for payment) any of their affiliates bears to the total number of Shares outstandingthen outstanding (on a fully-diluted basis) provided that, and as long as Parent otherwise has the right to elect or designate a majority of directors on the Company Board of Directors, those individuals designated or elected by the USW Union to serve on the Company Board of Directors shall count as directors designated by Parent for purposes of the foregoing calculation. The Company shall, upon Parent’s request, use its reasonable best efforts to either promptly increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected or designated to the Company’s Board of Directors, and shall take all action actions necessary to cause Parent’s designees to be so elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsdesignated at such time. At such time, the Company shall shall, upon Parent’s request, also use its reasonable best efforts to cause individuals persons elected or designated by Parent to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on (A) the Company Board of Directors of each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. The Company’s obligations under this Section 1.3 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) such information as is required by such Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply to the Company in writing and be solely responsible for the information and consents with respect to either of them and their nominees, officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. Notwithstanding anything contained in this Section 1.3(a), to the foregoingcontrary, following Parent and Purchaser acknowledge and agree that its designations or elections pursuant to this Section 1.3(a) shall not cause the Company to violate its Certificate of Incorporation, Bylaws or applicable Law, including without limitation, the rules and regulations of the Nasdaq National Market with respect to independence of directors or otherwise. (b) Following the election or appointment of Parent’s designees pursuant to this Section 1.03(a1.3(a) and until the Effective Time, the Board approval of Directors shall at all times include, and a majority of the Company, directors of the Company then in office who were not designated or appointed by Parent and Merger Subsidiary are not officers, directors or employees of Parent or its Affiliates shall cause be required to authorize (and such authorization shall constitute the Board of Directors to at all times include, at least three Continuing Directors and each committee authorization of the Company Board of Directors and no other action on the board part of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee including any action by any other director of the Board Company, shall be required to authorize) (i) any termination of Directors and this Agreement by the board Company, (ii) any amendment to this Agreement, (iii) any extension of directors time for performance of each Subsidiary any obligation or action hereunder by Parent or Purchaser, any waiver of compliance with any of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member agreements or conditions contained herein that are for the benefit of the Board of Directors as Company, including, without limitation, those conditions set forth in Section 7.1, (iv) any exercise of the date hereof Company’s rights or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced remedies under this Agreement, (v) any action seeking to below three prior to the Effective Time, enforce any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee obligation of Parent or Purchaser under this Agreement or (vi) any of its Affiliates and who shall be deemed other action with respect to be a Continuing Director for all purposes of this Agreement, oror any transactions contemplated hereby if such other action would adversely affect, if no Continuing Directors then remain, the any holders of Shares other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of than Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementPurchaser.

Directors. (a) Effective Subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, promptly upon the acceptance payment by Merger Sub for payment of any Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition (the “Election Time”), and at all times thereafter, Parent shall be entitled to elect or designate the such number of directorsdirectors on the Company Board (“Directors”), rounded up to the next whole number, on the Board of Directors that equals as is equal to the product of (i) the total number of directors on the Board of Directors (determined after giving effect to the election of any additional directors Directors elected or appointed pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and its Merger Sub and their respective Affiliates (as defined in Section 9.3(a) hereof) at such time (including Shares so accepted for paymentpayment pursuant to the Offer and any Top-Up Shares (as defined in Section 1.5(a) hereof) actually acquired by Merger Sub) bears to the total number of Shares outstandingthen outstanding (disregarding any outstanding Company Stock Options or Company Warrants or any other rights to acquire Shares). In furtherance thereof, the Company shall, upon request of Parent, subject to compliance with applicable Law and the Company shall use its reasonable best efforts to articles of incorporation and bylaws of the Company, promptly (and in any event no later than one Business Day after such request by Parent) (i) take all such actions as are necessary or desirable to appoint to the Company Board the individuals so designated by Parent pursuant to this Section 1.4, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by action of the Company Board and by the amendment of the bylaws of the Company, if necessary) and/or promptly seeking the resignations of such number of incumbent directors as is necessary or desirable to enable Parent’s designees to be elected to the Company Board and (ii) cause Parent’s designees to be elected or appointed to the Board Company Board. The Company shall, upon request of DirectorsParent at any time after the Election Time, including increasing subject to compliance with applicable Law and the number articles of directors incorporation and seeking and accepting resignations bylaws of incumbent directors. At such timethe Company, the Company shall also promptly use its reasonable best efforts to cause individuals designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (A) each committee of the Company Board of Directors and (including, without limitation, the audit committee), (B) each board of directors (or similar body) of each Subsidiary of the Company and (and C) each committee thereof(or similar body) thatof each such board. (b) The Company’s obligations to elect or designate Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Subject to Parent’s compliance with the immediately following sentence in this Section 1.4(b), the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.4, including mailing to shareholders, together with the Schedule 14D-9 if practicable and in any event no later than ten days prior to the Acceptance Time, the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or designated to the Company Board. Parent shall supply to the Company any information with respect to itself and its officers, Directors and Affiliates to the extent required for the Company to comply with Section 14(f) of the Exchange Act and Rule 14f-1. The provisions of Sections 1.4(a) and (b) are in addition to and shall not limit any rights that any of Parent, Merger Sub or any of their respective Affiliates may have as a record holder or beneficial owner of Shares or a matter of applicable Law with respect to the election of directors or otherwise. In addition, in each caseconnection with the Offer, represents the same percentage Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Plan (as defined in Section 4.11(a) hereof) and to permit such holder of Shares to tender their Shares in the Offer. (c) In the event that Parent’s designees are elected or designated to the Company Board pursuant to this Section 1.4, then, until the Effective Time (as defined in Section 2.3 hereof), the Company shall use reasonable best efforts to cause the Company Board to maintain at least three Directors who are members of the Company Board on the date of this Agreement and who are independent for purposes of Rule 10A-3 under the Exchange Act and the rules of the NYSE Amex (the “Independent Directors”) and are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex, and at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto; provided, however, that if the number of Independent Directors is reduced below three for any reason, the remaining Independent Director(s) shall be entitled to nominate an individual or individuals to fill such vacancy who shall be deemed to be Independent Directors for purposes of this Agreement and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex (and, if applicable, at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto), or, if no Independent Directors then remain, the other Directors shall designate three individuals to fill such vacancies who are independent for purposes of Rule 10A-3 under the Exchange Act and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex and at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto, and such individuals represent on shall be deemed to be Independent Directors for purposes of this Agreement. The Company and the Company Board of Directorsshall promptly take all action as may be necessary to comply with their obligations under this Section 1.4(c). Notwithstanding anything in this Agreement to the foregoingcontrary, following from and after the election or appointment of time, if any, that Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary 1.4 constitute a majority of the Company shall at all times include, Board and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, subject to the terms hereof, any remaining Continuing Directors (amendment or Continuing Directortermination of this Agreement by the Company, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder any extension by the Company of the time for the performance of any of the obligations or designee other acts of Parent or Merger Sub or waiver of any of its Affiliates and who the Company’s rights hereunder, shall require the concurrence of a majority of the Independent Directors if such amendment, termination, extension or waiver would reasonably be deemed expected to be a Continuing Director for all purposes have an adverse effect on any holders of this Agreement, or, if no Continuing Directors then remain, the Shares other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of than Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementMerger Sub.

Directors. (a) Effective upon the acceptance for payment by Merger Sub of any Shares pursuant to the OfferOffer (the "OFFER ACCEPTANCE TIME"), Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board of Directors that equals the product of (i) the total number of four directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Company's Board of Directors; provided, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timehowever, the Company shall also use its reasonable best efforts that prior to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Company's Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, always have at least three Continuing Directors and each committee of the Board of Directors and the board of members who were directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee prior to consummation of the Board of Directors and the board of directors of each Subsidiary Offer (each, a "CONTINUING DIRECTOR"); provided, however, that if Merger Sub purchases 85% or more of the Company to at all times includeShares in the Offer, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member the number of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in officeshall be one. If the number of Continuing Directors is reduced to below fewer than three for any reason prior to the Effective Time, any the remaining and departing Continuing Directors (or Continuing DirectorDirectors, if there with the consent of Parent which such consent shall not be only one remaining) unreasonably withheld, shall be entitled to designate a person Person or Persons to fill the vacancy and Parent shall take all such vacancy who is actions as are necessary to cause the Person or Persons so designated to be so appointed. Notwithstanding anything in this Agreement to the contrary, the Company shall not an officer, director, stockholder or designee of Parent or take any of its Affiliates and who shall be deemed the following actions without the affirmative vote of a majority of the Continuing Directors: (a) amend or terminate this Agreement or agree or consent to be a Continuing Director for all purposes any amendment or termination of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or (b) waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by the Company which is reasonably likely to adversely affect the interests of the stockholders of the Company (other than Parent, Merger Sub and their affiliates (other than the Company and its Affiliates, and such persons shall be deemed Subsidiaries)) with respect to be Continuing Directors for all purposes of the transactions contemplated by this Agreement. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to this Section 1.3 and Rule 14f-l in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-l. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

Directors. (a) Effective upon the acceptance for payment exchange of any Company Common Shares pursuant to the Offer, subject to applicable Law and any listing agreement with or rules of the NYSE, Parent shall be entitled to designate the number of directors, rounded up to the next nearest whole number, on the Board Company board of Directors directors that equals the product of (i) the total number of directors on the Board Company board of Directors directors (giving effect to the election of any additional directors pursuant to this Section 1.03) 1.5(a)), and (ii) a fraction having a numerator equal to the percentage that the aggregate number of Company Common Shares beneficially owned by Parent and its Affiliates or Bid Sub (including Company Common Shares accepted for paymentexchange pursuant to the Offer) bears and a denominator equal to the total number of Company Common Shares outstanding, and (excluding shares held by the Company shall use as treasury stock or owned by the Company or any of its reasonable best efforts to take all action necessary to cause Subsidiaries). At Parent’s designees to be elected request on or appointed to after the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timeAcceptance Time, the Company shall also use its reasonable best efforts (i) seek and accept resignations of incumbent directors and (ii) have such changes registered with the competent Commercial Registry of the Canton of Zug (the “Registrar”). In connection with the designation by Parent of individuals to serve on the Company board of directors, the Company shall, at Parent’s request, cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board Company board of Directors directors and (B) each board of (managing) directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Company’s board of directors, in each case subject to any limitation imposed by applicable Law (including NYSE rules). (b) The Company’s obligations to propose and recommend the Board Modification pursuant to Sections 1.5(a) and 7.1(c) shall be subject to Section 14(f) of Directorsthe Exchange Act and Rule 14f-1 promulgated thereunder and Swiss Law, as applicable. Notwithstanding The Company shall promptly take all actions, and shall include in the foregoingSchedule 14D-9 such information with respect to the Company and its officers and directors, following as Section 14(f) of the election or appointment Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.5 and Section 7.1(c), so long as Parent has timely provided to the Company in writing any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent shall promptly supply to the Company in writing, and shall be solely responsible for the accuracy and completeness of, all such information. (c) In the event that Parent’s designees are elected or appointed to the Company board of directors pursuant to this Section 1.03(aSections 1.5(a) and 7.1(c), until the Effective Time or, if the Squeeze-Out Condition has not been satisfied as of immediately prior to the Acceptance Time, until the Board earlier of Directors shall at all times include, the second anniversary of the Acceptance Time and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee completion of the Board of Directors and Squeeze-Out Merger, the Company board of directors of each Subsidiary shall have at least two (2) directors who are directors of the Company shall at all times include, on the date hereof and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary who are neither officers of the Company to at all times includenor shareholders, at least one Continuing Director. A Affiliates, or associates (within the meaning of the U.S. federal securities Law and the Swiss Code of Obligations) of Parent (“Continuing Director” shall mean a person who is a member of the Board of Directors Directors”), as of the date hereof or a person selected designated by the Continuing Directors then Parent in office. If its sole and absolute discretion; provided that in such event, if the number of Continuing Directors is shall be reduced to below three prior to two (2), the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) Director shall be entitled to designate a person to be elected by the shareholders of the Company to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, Agreement or, if no other Continuing Directors Director then remainremains, the other directors shall be entitled to (and shall be directed by Parent to) designate three persons directors to be elected by the shareholders of the Company to fill such vacancies who are shall not officersbe officers of the Company or shareholders, directors, stockholders Affiliates or designees associates of Parent or any of its AffiliatesParent, and such persons Persons shall be deemed to be Continuing Directors for all purposes of this Agreement, it being understood and agreed that Parent and the Company shall take such actions which are necessary to elect the respective designated persons as members of the Company board of directors. (d) Notwithstanding anything in this Agreement to the contrary, following the election of Parent’s designees to the Company board of directors pursuant to Section 1.5(a) and until the Effective Time, or, if the Squeeze-Out Condition has not been satisfied as of immediately prior to the Acceptance Time, until the earlier of the second anniversary of the Acceptance Time and the completion of the Squeeze-Out Merger, any termination of this Agreement by the Company, any amendment of this Agreement, any extension of time for performance of any obligation or action hereunder by Parent or Bid Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or its shareholders (other than Parent, Bid Sub or their Affiliates), officers, directors or employees, or of any right of the Company under this Agreement, any amendment of the Company’s articles of association or organization regulations, any amendment or change to or any other consent or action by the Company board of directors with respect to this Agreement, the Merger Agreement, the Offer or the Merger or any other transaction contemplated hereby or in connection herewith shall only be effected if there are in office one or more Continuing Directors and such action is approved by a majority of the Continuing Directors then in office (or by the sole Continuing Director if there shall be only one Continuing Director). The Continuing Directors shall have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the Continuing Directors and shall have the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Effective Promptly upon the acceptance for payment purchase of any Shares by Purchaser pursuant to the OfferOffer (provided that the Minimum Condition has been satisfied), and from time to time thereafter, (i) Parent shall will be entitled to designate the such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up down to the next whole number, as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors that equals equal to the product of (iA) the total number of directors on the Company Board of Directors (giving effect to any increase in the election number of any additional directors pursuant to this Section 1.031.4) and (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding (such number being, the "BOARD PERCENTAGE"), provided, however, that the Board Percentage will in all events be a majority of the members of the Company Board, and (ii) the percentage that Company will, upon request by Parent, promptly satisfy the number Board Percentage by (A) increasing the size of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use Board or (B) using its reasonable best efforts to take all action secure the resignations of such number of directors as is necessary to cause enable Parent’s designees 's Designees to be elected or appointed to the Company Board of Directors, including increasing the number of directors or both and seeking and accepting resignations of incumbent directors. At such time, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent's Designees promptly to be so elected, subject in all instances to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, the Company will take all lawful action necessary to effect any such election. Parent to constitute the number of members, rounded up will supply to the next whole numberCompany in writing and be solely responsible for any information with respect to itself, on (AParent's Designees and Parent's officers, directors and Affiliates required by Section 14(f) each committee of the Board of Directors Exchange Act and (B) each board of directors of each Subsidiary of Rule 14f-1 promulgated thereunder to be included in the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of DirectorsSchedule 14D-9. Notwithstanding the foregoing, at all times prior to the Effective Time, the Company Board will include at least three Continuing Directors. (b) Notwithstanding any other provision hereof, of the articles of incorporation or bylaws of the Company or of applicable Law to the contrary, following the election or appointment of Parent’s designees 's Designees pursuant to this Section 1.03(a) 1.4 and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective TimeTime or, if the Effective Time has not then occurred, the Drop-Dead Date, any remaining Continuing Directors (amendment or Continuing Directortermination of this Agreement or amendment of the articles of incorporation or bylaws of the Company by the Company, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder extension by the Company for the performance or designee waiver of the obligations or other acts of Parent or Purchaser hereunder or waiver by the Company of any of its Affiliates and who shall be deemed to be the Company's rights hereunder will require the affirmative vote of the majority of members of a committee comprised solely of Continuing Director for all Directors. For purposes of this Agreement, or, if no the term the "CONTINUING DIRECTORS" means at any time (i) those directors of the Company who are Disinterested directors of the Company on the date hereof and who voted to approve this Agreement and (ii) such additional directors of the Company who are Disinterested and who are designated as "Continuing Directors" for purposes of this Agreement by a majority of the Continuing Directors then remainin office at the time of such designation, provided, however, that if there are no such Continuing Directors, the other directors shall designate three persons to fill such vacancies individuals who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, appointed to the Company Board who are both Disinterested and "independent" within the meaning given such persons shall be deemed to be term in the New York Stock Exchange Listed Company Guide will constitute the Continuing Directors for all Directors. For purposes of this Agreement, the term "DISINTERESTED" has the meaning assigned to it in Section 302A.673, Subd.1(d)of the MBCA.

Directors. (a) Effective Subject to compliance with applicable law, promptly upon the acceptance purchase of and payment for payment of any Shares by the Purchaser pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the such Board of Directors (determined after giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares which Purchaser or any affiliate of the Purchaser owns beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares then outstanding. In furtherance thereof, and the Company shall use shall, upon the request of Parent, promptly secure the resignations of such number of its reasonable best efforts to take all action incumbent directors as is necessary to cause enable Parent’s 's designees to be elected or appointed to the Company Board of Directors, including increasing Directors and shall take all actions available to the number of directors and seeking and accepting resignations of incumbent directorsCompany to cause Parent's designees to be so elected. At such time, the Company shall shall, if requested by Parent, also use its reasonable best efforts to cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (Ai) each committee of the Company Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Subsidiary (as hereinafter defined) of the Company and (and iii) each committee thereof(or similar body) thatof each such board. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to fulfill its obligations under Section 1.3(a) hereof, and shall include in each casethe Schedule 14D-9 mailed to shareholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f- 1 if the Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under Section 1.3(a). Parent or the Purchaser shall supply the Company information with respect to either of them and their nominees, represents officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the same percentage Parent, Purchaser or any of their affiliates may have as such individuals represent on a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (c) In the event that Parent's designees are elected to the Company Board of Directors. Notwithstanding , subject to the foregoing, following the election or appointment other terms of Parent’s designees pursuant to this Section 1.03(a) Agreement and until the Effective Time, the Company Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, have at least three Continuing Directors two directors who are directors on the date hereof and each committee neither of the Board of Directors and the board of directors of each Subsidiary whom is an officer of the Company shall at all times include, and (other than the present Chief Executive Officer of the Company) nor a designee, Parent and Merger Subsidiary shall cause each committee shareholder, affiliate or associate (within the meaning of the Board federal securities laws) of Directors and Parent (one or more of such directors, the board of directors of each Subsidiary of the Company to at all times include"Independent ----------- Directors"), at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then provided that, in office. If such event, if the number of Continuing Independent --------- -------- ---- Directors is shall be reduced to below three prior to the Effective Timetwo for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) Independent Director shall be entitled to designate a person persons to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and vacancies who shall be deemed to be a Continuing Director Independent Directors for all purposes of this Agreement, Agreement or, if no Continuing Directors Independent Director then remainremains, the other directors shall designate three persons one person to fill such one of the vacancies who are shall not officersbe a shareholder, directors, stockholders affiliate or designees associate of Parent or any of its Affiliates, the Purchaser and such persons person shall be deemed to be Continuing Directors an Independent Director for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board of Directors, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time (as hereinafter defined), the affirmative vote of a majority of the Independent Directors shall be required to (a) amend or terminate this Agreement on behalf of the Company, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of the Purchaser's obligations hereunder or (d) take any other action by the Company Board of Directors under or in connection with this Agreement; provided, however, that if there shall be -------- ------- no such directors, such actions may be effected by unanimous vote of the entire Company Board of Directors.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment of any Shares by Parent or Purchaser pursuant to the OfferOffer (provided that the Minimum Condition is satisfied), Parent shall be entitled to designate the such number of directors, rounded up to the next nearest whole number, on the Board of Directors that equals as is equal to the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares so accepted for payment) payment bears to the total number of Shares then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company). In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon Parent or Purchaser’s request, use all reasonable efforts promptly either to increase the size of the Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected to the Board, and shall take all actions available to the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the Company shall also use its reasonable best efforts to upon Parent’s request cause individuals Persons designated by Parent to constitute the number of members, rounded up (provided that any designees to the next whole number, Audit Committee comply with the Audit Committee Requirements (as defined below)) to have appropriate (and not less than a majority so long as Parent and its Affiliates beneficially own a majority of the Shares) representation on (Ai) each committee of the Board of Directors and Board, (Bii) each board of directors (or similar body) of each Subsidiary and (iii) each committee (or similar body) of each such board. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected to the Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser’s designees). The provisions of this Section 1.3 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (b) In the event that Parent’s designees are elected to the Board, until the Effective Time (as defined below), the Board shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company (the “Original Directors”) and each committee thereof) at least three Original Directors shall serve on the Audit Committee of the Board such that such Audit Committee complies with all requirements of the SEC and the Nasdaq Stock Market applicable thereto (collectively, the “Audit Committee Requirements”); provided that, in each casesuch event, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If if the number of Continuing Original Directors is reduced to below three prior to the Effective Timefor any reason whatsoever, any remaining Continuing Original Directors (or Continuing Original Director, if there shall be only one remaining) shall be entitled to designate a person Persons who satisfy the Audit Committee Requirements to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and vacancies who shall be deemed to be a Continuing Director Original Directors for all purposes of this Agreement, Agreement or, if no Continuing Directors Original Director then remainremains, the other directors shall designate three persons Persons (who shall not be officers or affiliates of the Company) to fill such vacancies who are shall not officersbe stockholders, directors, stockholders affiliates or designees associates of Parent or any of its AffiliatesPurchaser, and such persons Persons shall be deemed to be Continuing Original Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent’s designees are elected to the Board before the Effective Time, the affirmative vote of a majority of the Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company’s rights, benefits or remedies hereunder, or (c) take any other action by the Board under or in connection with this Agreement.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment Shares by Parent or any of any Shares pursuant to its Subsidiaries (as defined in Section 8.10) which represent at least a majority of the Offeroutstanding shares of Company Common Stock (on a fully diluted basis), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors that equals of the Company as is equal to the product of (i) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser, Parent and its Affiliates (including Shares accepted for payment) any of their affiliates bears to the total number of Shares shares of Company Common Stock then outstanding, and the . The Company shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company's Board of Directors, including increasing Directors and to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company's Board, and seeking and accepting resignations of incumbent directorsshall cause Parent's designees to be so elected. At such timetimes, the Company shall also use its reasonable best efforts will take all action necessary to cause individuals designated by Parent to constitute the number same percentage as such individuals represent on the Company's Board or Directors of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors (and committee thereof) of each Subsidiary of the Company (and each committee thereof) that, in each case, represents case to the same percentage as such individuals represent on extent permitted by the Board National Association of DirectorsSecurities Dealers (the "NASD") rules. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective TimeTime (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors shall at all times includeleast two (2) directors that are directors of the Company on the date hereof (the "Company Designees"), and Parent and Purchaser shall not vote their Shares of Company Common Stock or take any other action inconsistent with this provision; provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors. (b) The Company's obligations under Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-l as is necessary to enable Parent's designees to be elected to the Company, Parent and Merger Subsidiary shall cause the 's Board of Directors Directors. Parent or Purchaser will supply the Company any information with respect to at all times includeeither of them and their nominees, at least three Continuing Directors officers, directors and each committee affiliates required by such Section 14(f) and Rule 14f-l. (c) From and after the time, if any, that Parent's designees constitute a majority of the Company's Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors amendment of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder, any other action by the Company hereunder or any action that would adversely affect the rights of the stockholders of the Company or the holders of Options (or Continuing Directoras defined in Section 2.1(d)) with respect to the transactions contemplated hereby may be effected only by the action of a majority of the Company Designees then in office, if there which action shall be only one remaining) deemed to constitute the action of the full Board of Directors; provided, that if the number of Company Designees shall be reduced below two for any reason whatsoever, any remaining Company Designee shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director Company Designee for all purposes of this Agreement, Agreement or, if no Continuing Directors Company Designee then remainremains, the other directors shall designate three two persons to fill such vacancies who are shall not officersbe stockholders, directors, stockholders affiliates or designees associates of Purchaser or Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors Company Designees for all purposes of this Agreement.

Directors. (a) Effective Promptly upon the acceptance for payment purchase of any the Shares by Purchaser pursuant to the OfferOffer (provided that the Minimum Condition has been satisfied), and from time to time thereafter, (i) Parent shall will be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate the such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up to the next whole number, on the Company Board, as will give Parent representation on the Company Board (and on each committee of Directors that equals the Company Board) equal to the product of (iA) the total number of directors on the Company Board (and on each committee of Directors the Company Board) (giving effect to any increase in the election number of any additional directors pursuant to this Section 1.031.4) multiplied by (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding at the time of Parent's designation (such product being the "BOARD PERCENTAGE"), and (ii) Company will, upon request by Parent, promptly satisfy the percentage that Board Percentage by (A) increasing the number size of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use Board (and each committee of the Company Board) or (B) using its reasonable best efforts to take all action secure the resignations of such number of directors as is necessary to cause enable Parent’s designees 's Designees to be elected or appointed to the Company Board (and each committee of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also Board), or both, and will use its reasonable best efforts to cause individuals designated by Parent Parent's Designees promptly to constitute the number of membersbe so elected, rounded up subject in all instances to the next whole number, on (Acompliance with Section 14(f) each committee of the Board Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Directors and (B) each board of directors of each Subsidiary of the Parent, Company (and each committee thereof) that, in each case, represents the same percentage as will take all lawful action necessary to effect any such individuals represent on the Board of Directorselection. Notwithstanding the foregoing, Parent and Purchaser shall use best efforts to assure that at all times prior to the Effective Time, the Company Board will include two directors who are members of the Company Board on the date hereof and are not employees of Company. (b) Parent will supply to Company in writing and be solely responsible for any information with respect to itself, Parent's Designees and Parent's officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to be included in the Schedule 14D-9. (c) Notwithstanding any other provision hereof, of the Articles of Incorporation or Bylaws of Company or of applicable law to the contrary, following the election or appointment of Parent’s designees 's Designees pursuant to this Section 1.03(a) 1.4 and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the earlier of the Effective Time, any remaining Continuing Directors (Time or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes the termination of this Agreement, orany amendment or termination of this Agreement or amendment of the Articles of Incorporation or Bylaws of Company, if no Continuing Directors then remain, any extension by Company of time for the performance of any obligations or other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees acts of Parent or Purchaser hereunder, any waiver by Company of any of its AffiliatesCompany's rights, or any obligations of Parent or Purchaser hereunder, or any consent or agreement by Company hereunder will require the affirmative vote of a majority of members of a committee comprised solely of directors of Company then in office who are members of the Company Board on the date hereof and such persons shall be deemed to be Continuing Directors for all purposes are not employees of this AgreementCompany.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment --------- for payment of any Shares pursuant to by Parent or the OfferPurchaser which represents at least a majority of the outstanding Shares (on a fully-diluted basis), Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and its Affiliates (including Shares accepted for payment) any of their affiliates bears to the total number of Shares then outstanding. The Company shall, and the Company shall upon Parent's request, use its reasonable best efforts either to take all action necessary to cause Parent’s designees to be elected or appointed to promptly increase the size of the Company Board of Directors, including increasing by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors, or promptly secure the resignations of such number of directors and seeking and accepting resignations of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or designated to the Company's Board of Directors, and shall use its reasonable efforts to cause Parent's designees to be so elected or designated at such time. At such time, the Company shall shall, upon Parent's request, also use its reasonable best efforts to cause individuals persons elected or designated by Parent to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (Ai) each committee of the Company Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Company Subsidiary of the Company (as defined in Section 3.2), and (iii) each committee thereof(or similar body) thatof each such board, in each casecase only to the extent permitted by applicable law or the rules of any stock exchange on which the Company Common Stock is listed. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), represents including, but not limited to, mailing to stockholders (together with the same percentage Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as such individuals represent on is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Notwithstanding Parent or the foregoingPurchaser shall supply the Company with information with respect to either of them and their nominees, following officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of the Purchaser, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or appointment otherwise. (b) In the event that Parent's designees are elected or designated to the Company Board of Parent’s designees pursuant to this Section 1.03(a) and Directors, then, until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary Company shall cause the Company Board of Directors to at all times include, have at least three Continuing Directors and each committee two directors who are non-executive directors (the "Independent Directors"); provided, however, --------------------- -------- ------- that if any Independent Director is unable to serve due to death or disability, the remaining Independent Director(s) shall be entitled to elect or designate another person (or persons), who is not a current or former executive of the Company ("Non- Executive"), and such non-executive person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two persons who are Non- Executives on the date hereof (or, in the event there shall be less than two directors who are Non-Executive Directors on the date hereof available to fill such vacancies as a result of such persons' deaths, disabilities or refusals to serve, such number of other Non-Executives who are willing to fill such vacancies) and such Non-Executives shall be deemed Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent's designees constitute a majority of the Company Board of Directors after the acceptance for payment of Shares pursuant to the Offer and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing then the affirmative vote of a majority of the Independent Directors (or Continuing Director, if there shall be only one remainingexists, then the vote of such Independent Director) shall be entitled required to designate a person to fill (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights, benefits or remedies hereunder, if such vacancy who is not an officer, director, stockholder or designee action would materially and adversely affect holders of Shares other than Parent or Purchaser, (iii) amend the Certificate of Incorporation or Bylaws of the Company if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, or (iv) take any other action of its Affiliates the Company Board of Directors under or in connection with this Agreement if such action would materially and who adversely affect holders of Shares other than Parent or Purchaser; provided, however, that if there -------- ------- shall be deemed no Independent Directors as a result of such persons' deaths, disabilities or refusal to serve, then such actions may be a Continuing Director for all purposes effected by majority vote of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees entire Company Board of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementDirectors.

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares purchase by Purchaser pursuant to the OfferOffer of such number of Shares as satisfy at least the Minimum Tender Condition, Parent shall and from time to time thereafter, Purchaser will be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as will give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board of Directors (after giving effect to any increase in the election number of any additional directors pursuant to this Section 1.031.4) and (ii) the percentage that the such number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) so purchased bears to the total number of then-outstanding Shares outstandingon a fully-diluted basis, and the Company shall will, upon request by Purchaser, promptly increase the size of the Company Board or use its commercially reasonable best efforts to take all action seek the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and will use commercially reasonable efforts to cause ParentPurchaser’s designees to be so elected or appointed appointed. Subject to the Board applicable requirements of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timeNasdaq, the Company shall will also use its commercially reasonable best efforts to cause individuals designated by Parent Purchaser to constitute the number same percentage of members, rounded up to the next whole number, on (A) each committee of the Company Board of Directors and (B) each board of directors of each Subsidiary as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board will be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company will file with the SEC and mail to the holders of Shares the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such information. For purposes of this Agreement, such information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder that is filed with the SEC and mailed to holders of Shares will be considered part of the Schedule 14D-9. (and each committee thereofb) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment provisions of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time1.4, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary Purchaser shall cause the Company Board of Directors to include, at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, at least three of the members of the Company Board, selected by the members of the Company Board, who were directors of the Company on the date of this Agreement (“Continuing Directors”), each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and the applicable requirements of Nasdaq; provided, however, that if at any time prior to the Effective Time there shall be fewer than three (3) Continuing Directors serving as directors of the Company for any reason, then the Company Board shall take all necessary action (including creating a committee of the Company Board) to cause an individual selected by the remaining Continuing Directors (or Continuing Director, if there shall be only one (1) Continuing Director remaining) shall be entitled to designate a person to fill such vacancy who satisfies the foregoing independence requirements and who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to be appointed to serve on the Company Board (and who such individual shall be deemed to be a Continuing Director for all purposes under this Agreement). (c) Following the election or appointment of Purchaser’s designees pursuant to Section 1.4(a) and prior to the Effective Time, any action by the Company with respect to any amendment, supplement, modification, or waiver of any term of this Agreement, orany termination of this Agreement by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement, any waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company, any amendment to the Articles of Organization or Bylaws, any authorization of an agreement between the Company and any of its Affiliates, on the one hand, and Parent, Purchaser or any of their Affiliates, on the other hand, any exercise of the Company’s rights or remedies under this Agreement and any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement, the Offer or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and will require the authorization of, a majority of the Continuing Directors (or by the Continuing Director should there be only one). For purposes of considering any matter set forth in this Section 1.4(c), the Continuing Directors will be permitted to meet without the presence of the other directors. The Continuing Directors will have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the Continuing Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights hereunder. The Company will indemnify and advance expenses to, and Parent will cause the Company to indemnify and advance expenses to, the Continuing Directors in connection with their service as directors of the Company prior to the Effective Time to the fullest extent permitted by applicable Law and in accordance with the provisions of Section 6.5 hereof. (d) In the event that Purchaser’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, (i) the Company Board will have at least such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors will be so composed; provided, however, if no Continuing the number of Independent Directors then remainis reduced below the number of directors as may be required by such rules or Laws for any reason, the other directors shall remaining Independent Director(s) will be entitled to designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall will be deemed to be Continuing Independent Directors for all purposes of this Agreement or, if no Independent Director then remains, the other directors will designate such number of directors as may be required by the Nasdaq rules and the federal securities Laws to fill such vacancies who will not be shareholders or Affiliates of Parent or Purchaser, and such Persons will be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Effective upon the acceptance payment by Merger Subsidiary for payment a majority of any the Shares pursuant to the Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03Section) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company's Board of Directors, including including, without limitation, increasing the number of directors and directors, or seeking and accepting resignations of incumbent directors, or both; provided however, that, prior to the Effective Time (defined below), the Company's Board of Directors shall always have one member who is neither a designee nor an affiliate of Parent or Merger Subsidiary nor an employee of the Company (an "Independent Director"). If the number of Independent Directors is reduced below one for any reason prior to the Effective Time the departing Independent Director shall be entitled to designate a person to fill such vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of the Independent Director. At such timetimes, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent to constitute the number same percentage as such individuals represent on the Company's Board of members, rounded up to the next whole number, on Directors of (Ax) each committee of the Board of Directors and Board, (By) each board of directors of each Subsidiary of the Company (defined below) and (z) each committee thereofof each such board. (b) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s The Company's obligations to appoint designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors be subject to at all times include, at least three Continuing Directors and each committee Section 14(f) of the Board of Directors Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 1.3 and shall include in the board of directors of each Subsidiary of Schedule 14D-9 such information with respect to the Company shall at all times include, and the Company, its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 1.3. Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of will supply to the Company in writing and be solely responsible for any information with respect to at all times includeitself and its nominees, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, directors and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementaffiliates required by Section 14(f) and Rule 14f-1.

Directors. (a) Effective upon the acceptance for payment of any Shares pursuant to the OfferOffer of a number of Shares that satisfies the Minimum Condition, Parent shall be entitled to designate the that number of directorsdirectors on the Board, rounded up to the next nearest whole number, on the Board of Directors that equals equal to the product of (i) the total number of directors on the Board of Directors (giving effect effect, if applicable, to (A) the election number of any additional directors newly created directorships if the size of the Board is increased pursuant to this Section 1.032.3(a) and (B) the number of vacancies if the resignation of any director is secured pursuant to this Section 2.3(a)) and (ii) the percentage that the number of Shares beneficially owned in the aggregate by Parent and its Affiliates (including Shares accepted for payment) Merger Sub bears to the total number of Shares outstanding, and the Company Company, at such time, shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Board of DirectorsBoard, including including, without limitation, increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next nearest whole number, on (Ai) each committee of the Board of Directors and (Bii) each the board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Board of DirectorsBoard. Notwithstanding the foregoing, following the Parent and the Company shall use their reasonable best efforts to ensure that at least two (2) members of the Board as of the date hereof who are not employees of the Company (the "Continuing Directors") shall remain members of the Board until the Effective Time. (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company, at its sole expense, shall take promptly all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) or the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 2.3. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. (c) Following the election or appointment of Parent’s 's designees pursuant to this Section 1.03(a2.3(a) and until the Effective Time, the Board approval of a majority of the Continuing Directors shall at all times include, be required to authorize (and such authorization shall constitute the authorization of the Board and no other action on the part of the Company, Parent and Merger Subsidiary shall cause the Board including any action by any other director of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub and Merger Subsidiary shall cause each committee any waiver of compliance with any of the Board of Directors and agreements or conditions contained herein for the board of directors of each Subsidiary benefit of the Company to at all times includeCompany. For the avoidance of doubt, at least one Continuing Director. A “Continuing Director” shall mean the approval of a person who is a member majority of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced shall not be required to below three prior to the Effective Time, authorize any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed payments required to be a Continuing Director for all purposes of this Agreementmade by the Company, orpursuant to, if no Continuing Directors then remainor to otherwise comply with the terms and conditions of, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementNote.

Directors. (a) Effective upon the acceptance for payment of any Company Shares pursuant to the OfferOffer (the “Acceptance Time”), Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board of Directors that equals the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) Section), and (iiy) the percentage that the number of Company Shares beneficially owned by Parent and its Affiliates and/or Merger Subsidiary (including Company Shares accepted for payment) bears to the total number of Company Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of DirectorsCompany Board, including increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts shall, to the fullest extent permitted by Applicable Law take all action necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (Ai) each committee of the Company Board of Directors and (Bii) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Company Board, in each case to the fullest extent permitted by Applicable Law. In the event that Parent’s designees are elected or appointed to the Company Board pursuant to this Section 2.03(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules and regulations of Nasdaq or the federal securities laws who are considered independent directors within the meaning of such rules and laws (each, a “Continuing Director”, and together, the “Continuing Directors”), provided however, that if the number of Continuing Directors shall be reduced below the number of directors as may be required by such rules and laws for any reason, the remaining Continuing Directors shall be entitled to designate persons to fill such vacancies with persons who shall be deemed Continuing Directors for purposes of this Agreement, or if no Continuing Director then remains, the other directors shall designate such number of directors as may be required by the rules and laws to fill such vacancies and who shall not be stockholders in or Affiliates of the Parent, and such persons shall be deemed Continuing Directors for purposes hereof. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. Notwithstanding The Company shall promptly take all actions, and shall include in the foregoingSchedule 14D-9 such information with respect to the Company and its officers and directors, following as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent shall supply to the Company in writing any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent’s designees pursuant to this Section 1.03(a2.03(a) and until the Effective Time, the Board approval of a majority of the Continuing Directors shall at all times include, be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, Parent and including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any decrease in or change of form of the Merger Consideration, (iii) any extension of time for the performance of any of the obligations of Merger Subsidiary shall cause or Parent hereunder, (iv) any waiver of compliance with the Board performance of Directors to at all times include, at least three Continuing Directors and each committee of any obligation or action hereunder by Parent or Merger Subsidiary for the Board of Directors and the board of directors of each Subsidiary benefit of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee or any waiver of the Board of Directors and the board of directors of each Subsidiary any right of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of under this Agreement, or, if no Continuing Directors then remain(v) any amendment to the certificate of incorporation of the Company or bylaws of the Company or (vi) any other action or consent by the Company or the Company Board with respect to this Agreement, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent Merger or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementother transaction contemplated hereby.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment --------- for payment Shares by Parent or the Purchaser which represent at least a majority of any the outstanding Shares pursuant to the Offer(on a fully-diluted basis), Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and its Affiliates (including Shares accepted for payment) any of their affiliates bears to the total number of Shares outstandingthen outstanding (on a fully-diluted basis). The Company shall, upon Parent's request, either take all actions necessary to promptly increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or designated to the Company's Board of Directors, and the Company shall use its reasonable best efforts to take all action actions necessary to cause Parent’s 's designees to be so elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsdesignated at such time. At such time, the Company shall shall, upon Parent's request, also use its reasonable best efforts to cause individuals persons elected or designated by Parent to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (Ai) each committee of the Company Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Company Subsidiary of the Company (as defined in Section 3.2), and (iii) each committee thereof(or similar body) thatof each such board, in each casecase only to the extent permitted by applicable law or the rules of any stock exchange on which the Common Stock is listed. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), represents including, but not limited to, mailing to stockholders (together with the same percentage Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as such individuals represent on is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply the Company with information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, following the election or appointment provisions of Parent’s designees pursuant to this Section 1.03(a) and until 1.3, the parties shall use reasonable best efforts to ensure that at least three of the members of the Company Board of Directors are, at all times before the Effective Time, directors of the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee Company who are members of the Board of Directors and on the board of directors of each Subsidiary of date hereof (the "Continuing Directors"). If, however, there are in office fewer than -------------------- three Continuing Directors for any reason, the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company will take all action necessary to at all times include, at least one Continuing Director. A “Continuing Director” shall mean cause a person who is a member of the Board of Directors as of the date hereof or a person selected designated by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officervacancy, director, stockholder or designee of Parent or any of its Affiliates and who which person shall be deemed to be a Continuing Director for all purposes of this Agreement, or, or if no Continuing Directors then remain, the other directors shall of the Company then in office will designate three two persons to fill such vacancies who are not officersofficers or employees or affiliates of the Company, directors, stockholders Parent or designees of Parent the Purchaser or any of its Affiliates, their respective Subsidiaries or affiliates and such persons shall will be deemed to be Continuing Directors for all purposes of this Agreement. (b) Following the election or appointment of Parent's designees pursuant to Section 1.3 and until the Effective Time, the approval of a majority of the Continuing Directors will be required to authorize any: (i) termination of this Agreement by the Company; (ii) amendment of this Agreement by the Company Board of Directors; (iii) extension by the Company of time for performance of any obligation or action hereunder by Parent or the Purchaser; (iv) waiver by the Company of compliance with any of the agreements or conditions contained herein for the benefit of the Company or its stockholders; (v) consent by the Company Board of Directors hereunder, or (vi) other action of the Company hereunder or in connection with the transactions contemplated hereby that adversely affects the holders of Shares (other than Parent and the Purchaser).

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment shares of ASARCO by Parent or any Shares of its Subsidiaries which represent at least a majority of the outstanding shares of ASARCO Common Stock (on a fully diluted basis) pursuant to the ASARCO Offer, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the ASARCO Board of Directors that equals as is equal to the product of (i) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares shares of ASARCO Common Stock beneficially owned by SubA, Parent and its Affiliates (including Shares accepted for payment) any other wholly-owned subsidiary of Parent bears to the total number of Shares shares of ASARCO Common Stock then outstanding. ASARCO shall, and upon request of SubA, use all reasonable efforts promptly either to increase the Company shall use size of its reasonable best efforts to take all action Board of Directors or, at ASARCO's election, secure the resignations of such number of its incumbent directors as is necessary to cause enable Parent’s 's designees to be so elected or appointed to the Board of DirectorsASARCO Board, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts cause Parent's designees to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directorsbe so elected. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the ASARCO shall retain as members of its Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of two directors who are directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of ASARCO on the date hereof (the "ASARCO Designees"); provided, that subsequent to the purchase of and payment for shares of ASARCO Common Stock pursuant to the ASARCO Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors. ASARCO's obligations under this Section 1.4(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. ASARCO shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.4(a), including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the ASARCO Board of Directors. Parent or SubA will supply ASARCO any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (b) From and after the time, if any, that Parent's designees constitute a person selected majority of the ASARCO Board, any amendment of this Agreement, any termination of this Agreement by ASARCO, any extension of time for performance of any of the obligations of Parent or SubA hereunder, any waiver of any condition or any of ASARCO's rights hereunder or other action by ASARCO hereunder may be effected only by the Continuing Directors action of a majority of the directors of ASARCO then in office. If office who were directors of ASARCO on the number date hereof, which action shall be deemed to constitute the action of Continuing Directors is reduced to below three prior to the Effective Timefull Board of Directors; provided, any remaining Continuing Directors (or Continuing Director, that if there shall be only one remaining) shall be entitled to designate a person to fill no such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees such actions may be effected by majority vote of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementthe entire ASARCO Board.

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares purchase by Purchaser pursuant to the OfferOffer of such number of Shares as represents at least a majority of the outstanding Shares, Parent and from time to time thereafter, Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as will give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board of Directors (after giving effect to any increase in the election number of any additional directors pursuant to this Section 1.031.04) and (ii) the percentage that the such number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding, and the Company shall shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to take all action secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause ParentPurchaser’s designees to be so elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsappointed. At such time, the The Company shall will also use its reasonable best efforts to cause individuals designated by Parent Purchaser to constitute the number of members, rounded up same percentage as is on the entire Company Board to the next whole number, on constitute (Ai) each committee of the Board of Directors Company Board, and (Bii) each board of directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by such Section and Rule. (and each committee thereofb) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following Following the election or appointment of ParentPurchaser’s designees pursuant to this Section 1.03(a1.04(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or and so long as there shall be at least one Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officerany amendment or termination of this Agreement requiring action by the Company Board, director, stockholder any extension of time for the performance of any of the obligations or designee other acts of Parent or Purchaser under this Agreement and any waiver of compliance with any of its Affiliates and who shall be deemed to be the agreements or conditions under this Agreement for the benefit of the Company or any exercise of the Company’s rights or remedies under this Agreement will require the concurrence of a Continuing Director for all purposes majority of this Agreement, or, if no Continuing Directors the directors of the Company then remain, the other directors shall designate three persons to fill such vacancies in office who are not officersdirectors of the Company on the date hereof (the “Continuing Directors”). (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.04(a), directorsuntil the Effective Time, stockholders Parent shall use its reasonable best efforts to cause the Company Board to have at least such number of directors as may be required by the NASDAQ rules or designees the federal securities laws to serve on the Company’s audit committee who are considered independent directors within the meaning of such rules and laws (“Independent Directors”); provided, however, that Parent shall have no obligation to nominate or elect any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementIndependent Directors.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment of any Shares by Parent or Purchaser pursuant to the Offer, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the election of any additional the directors designated by Parent pursuant to this Section 1.03sentence) and (iiy) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares so accepted for payment) payment bears to the total number of Shares then outstanding. In furtherance thereof, and the Company shall shall, upon request of Parent, use its reasonable best efforts promptly either to increase the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company Board, and shall take all action necessary actions available to the Company to cause Parent’s 's designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the Company shall also use its reasonable best efforts to cause individuals persons designated by Parent to constitute the number of members, rounded up to the next whole number, have appropriate representation on (A) each committee of the Board of Directors and (BCompany Board. The Company shall promptly take all actions required pursuant to Section 14(f) each board of directors of each Subsidiary of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.03, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser's designees). Parent shall supply to the Company in writing, and each committee thereofbe solely responsible for, any information with respect to itself and its nominees, officers, directors and affiliates required by the aforementioned Section 14(f) and Rule 14f-1. In the event that Parent's designees are elected to the Company Board, until the Effective Time (as hereinafter defined), the Company Board shall have at least three directors who are directors on the date hereof (the "Original Directors"); provided that, in each casesuch event, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If if the number of Continuing Original Directors is shall be reduced to below three prior to the Effective Timefor any reason whatsoever, any remaining Continuing Original Directors (or Continuing Original Director, if there shall be only one remaining) shall be entitled to designate a person persons to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and vacancies who shall be deemed to be a Continuing Director Original Directors for all purposes of this Agreement, Agreement or, if no Continuing Directors Original Director then remainremains, the other directors shall designate three persons to fill such vacancies who are shall not officersbe stockholders, directors, stockholders affiliates or designees associates of Parent or any of its AffiliatesPurchaser, and such persons shall be deemed to be Continuing Original Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board prior to the Effective Time, the affirmative vote of a majority of the Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Purchaser's respective obligations hereunder, (d) take any other action by the Company Board under or in connection with this Agreement, or (e) approve any other action by the Company which could adversely affect the interests of the stockholders of the Company (other than Parent, Purchaser and their affiliates (other than the Company and its Subsidiaries)), with respect to the Transactions.

Directors. (a) Effective upon Promptly after the acceptance first time at which the Buyer accepts for payment any shares of any Shares Company Common Stock pursuant to the OfferOffer (the “Acceptance Time”), Parent and from time to time thereafter as shares of Company Common Stock are accepted for payment and the Offer Consideration is paid by the Buyer, the Buyer shall be entitled to designate the such number of directorsmembers of the Company Board (the “Buyer Designees”), rounded up to the next nearest whole number, as will give the Buyer representation on the Company Board of Directors that equals equal to the product of (i) the total number of directors on members of the Company Board of Directors (after giving effect to the election of any additional directors elected pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the number of Shares shares of Company Common Stock beneficially owned by Parent and its Affiliates the Buyer or Merger Sub at such time (including Shares shares of Company Common Stock so accepted for payment) bears to the total number of Shares shares of Company Common Stock then outstanding, and ; provided that in no event shall the Buyer Designees constitute less than a majority of the Company shall Board. In furtherance thereof, the Company shall, upon the request of the Buyer, use its reasonable best efforts promptly (and in any event within one business day) either to take all action increase the size of the Company Board or to secure the resignations of such number of the Company’s incumbent directors (and such incumbent directors have agreed to resign if required in order for the Company to comply with this Section 1.3(a)), or both, as is necessary to cause Parent’s designees enable the Buyer Designees to be so elected or appointed to the Company Board of Directors, including increasing and the number of directors and seeking and accepting resignations of incumbent directorsCompany shall take all actions available to the Company to cause the Buyer Designees to be so elected or appointed. At such time, the Company shall shall, if requested by the Buyer, also use its reasonable best efforts take all action necessary to cause individuals persons designated by Parent the Buyer to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (Ai) each committee of the Board of Directors and Company Board, (Bii) each board of directors (or similar body) of each Subsidiary (as defined in Section 4.3(a) hereof) of the Company and (and iii) each committee thereof(or similar body) thatof each such board. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Buyer, the Buyer or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable law with respect to the election of directors or otherwise. (b) The Company shall take all actions required in each caseorder to fulfill its obligations under Section 1.3(a), represents including mailing to its stockholders the same percentage information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as part of the Schedule 14D-9. The Buyer and Merger Sub shall supply to the Company in writing any information with respect to the Buyer and the Buyer and the Buyer Designees to the extent required by such individuals represent on the Board of Directors. Section 14(f) and Rule 14f-1. (c) Notwithstanding the foregoing, following the election or appointment provisions of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time1.3, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Company’s Board of Directors shall shall, at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors be directors of the Company who were independent disinterested non-management directors of the Company on the date hereof (or Continuing Directorthe “Independent Directors”), provided that, (i) the person listed in Section 1.3(c) of the Company Disclosure Schedule shall not constitute an Independent Director under this Section 1.3 and (ii) if there shall be only one remaining) in office less than two Independent Directors for any reason, the Company Board shall be entitled to designate a cause the person designated by the remaining Independent Director to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing an Independent Director for all purposes of this Agreement, or, or if no Continuing Independent Directors then remain, the other directors of the Company then in office shall designate three two persons to fill such vacancies who are will not be directors, officers, directors, stockholders employees or designees Affiliates of Parent the Buyer or any of its Affiliates, Merger Sub and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement. From and after the time, if any, that the Buyer Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of the Buyer or Merger Sub hereunder, any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder, any amendment to the Company’s certificate of incorporation or bylaws or any other action to be taken or not to be taken on behalf of the Company under or in connection with this Agreement, may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Independent Directors and such action is approved by a majority of the Independent Directors then in office.

Directors. (a) Effective upon the acceptance for payment of any Shares pursuant to the OfferOffer Closing, Parent shall be entitled entitled, subject to designate compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to designate, from time to time, such number of members of the Board of Directors of the Company as will give Parent representation equal to at least that number of directors, rounded up to the next whole number, on the Board of Directors that equals is the product of (ia) the total number of directors on the Board of Directors (giving effect to the election of any additional directors elected or appointed pursuant to this Section 1.03sentence) and multiplied by (iib) the percentage that (i) the number of Shares beneficially shares of Company Common Stock owned by Parent and its Affiliates Subsidiaries (including Shares shares of Company Common Stock accepted for paymentpayment pursuant to the Offer and any Top-Up Shares) bears to (ii) the total number of Shares outstanding, and shares of the Company Common Stock then outstanding; provided, however, that Parent shall use its reasonable best efforts be entitled to take all action necessary to cause Parent’s designees to be elected or appointed to designate at least a majority of the members of the Board of Directors, including increasing Directors of the number Company (as long as Parent and its Affiliates beneficially own a majority of directors and seeking and accepting resignations the shares of incumbent directorsthe Company Common Stock). At such timetimes, subject to applicable law, the Company shall also use its reasonable best efforts to will cause individuals designated by Parent to constitute the such number of membersmembers of each committee of the Board of Directors of the Company, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Board of DirectorsDirectors of the Company, other than any committee established to take action under this Agreement pursuant to Section 6.12(b). Notwithstanding The Company shall take all action reasonably requested by Parent necessary to effect any such election or appointment, including (A) increasing the foregoingsize of the Board of Directors of the Company and (B) obtaining the resignation of such number of its current directors as is, following in each case, necessary to enable such designees to be so elected or appointed to the Board of Directors of the Company in compliance with applicable law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act and the applicable rules of the NYSE). The Company shall mail to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees and with respect to Parent’s officers, directors and affiliates). (b) Following the election or appointment of Parent’s or Sub’s designees pursuant to this Section 1.03(a6.12(a) and until prior to the Effective Time, the Board affirmative vote of a majority of the Independent Directors then in office shall at all times includebe required for the Company to consent (a) to amend or terminate this Agreement, and (b) to waive any of the Company, ’s rights or remedies under this Agreement or (c) to extend the time for the performance of any of the obligations or other acts of Parent and Merger Subsidiary or Sub. Such authorization shall cause constitute the Board of Directors to at all times include, at least three Continuing Directors and each committee authorization of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and no other action on the part of the Company, Parent and Merger Subsidiary shall cause each committee including any actions by any other director of the Board Company, shall be required to authorize such action. For purposes of Directors and the board of directors of each Subsidiary of the Company to at all times includethis Agreement, at least one Continuing Director. A an “Continuing Independent Director” shall mean a person member of the Company’s Board of Directors who is a member of the Company’s Board of Directors as of on the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy this Agreement and who is not an officer, director, stockholder or designee officer of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementParent.

Directors. (a) Effective Subject to compliance with applicable law, promptly upon (i) the acceptance for payment of any Shares by Purchaser pursuant to the OfferOffer for Company Shares representing at least such number of Shares as shall satisfy the Minimum Condition, and (ii) the written request of Parent, and from time to time thereafter, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (determined after giving effect to the election of any additional directors elected pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and or any of its Affiliates (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall use its reasonable best efforts to shall, upon request of Parent, promptly take all action actions necessary to cause Parent’s designees to be elected so elected, including, if necessary, seeking the resignations of one or appointed more existing directors; provided, however, that prior to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timeEffective Time, the Company Board shall also use its reasonable best efforts always have at least two Continuing Directors. (b) The Company’s obligations to cause individuals designated by Parent to constitute the number of members, rounded up appoint Parent’s designees to the next whole number, on (ACompany Board shall be subject to Section 14(f) each committee of the Board of Directors Exchange Act and (B) each board of directors of each Subsidiary of Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company any information with respect to itself, Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by such Section and Rule, and the Company shall include such information in the Schedule 14D-9. (and each committee thereofc) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following Following the election or appointment of Parent’s designees to the Company Board pursuant to this Section 1.03(a1.3 (the “Appointment Time”) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Adverse Matter shall require, in addition to any other affirmative votes required under the DGCL, the affirmative vote of not less than a majority of the entire Company Board, which majority shall include the concurrence of a majority of the Continuing Directors Directors; provided, however, that if the foregoing provisions of this Section 1.3(c) are invalid or incapable of being enforced under applicable law, then neither Parent nor Purchaser shall approve (or Continuing Director, if there shall be only one remaining) shall be entitled to designate either in its capacity as a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed as a party to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliatesas applicable), and Parent and Purchaser shall use their reasonable efforts to prevent the occurrence of such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.action unless such

Directors. (a) Effective upon the acceptance for payment by Acquisition Sub of, and payment by Acquisition Sub for, Shares constituting sixty-six and two-thirds percent (66 2/3%) of any the aggregate outstanding Shares pursuant to the Offer, Parent Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board of Directors that equals the product of (i) the total number of directors on the Board of Directors (after giving effect to the election of any additional directors pursuant to this Section 1.03SECTION 1.3) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates Purchaser or Acquisition Sub (including Shares accepted for payment) bears to the total number of Shares shares of Company Common Stock outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s the Company's designees to be elected or appointed to the Board of DirectorsBoard, including including, without limitation, increasing the number of directors and directors, or seeking and accepting resignations of incumbent directors, or both. At such timetimes, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent Purchaser to constitute the number same percentage as such individuals represent on the Board of members, rounded up to the next whole number, on (Ax) each committee of the Board of Directors and Board, (By) each board of directors of each Subsidiary of the Company and (and each committee thereofz) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of each such board. (b) The Company's obligations to appoint designees to the Board of Directors and the board of directors of each Subsidiary shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and Rule 14f-1 promulgated thereunder. The Company shall at promptly take all times include, actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3 and shall include in the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of fulfill its Affiliates and who shall be deemed to be a Continuing Director for all purposes of obligations under this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementSECTION 1.

Directors. (a) Effective upon the acceptance for payment and payment (as evidenced by delivery of any Shares cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the Exchange Agent with irrevocable instructions to pay to tendering shareholders in accordance with this Agreement) by Offeror of shares pursuant to the OfferOffer such that Offeror shall own at least 66 2/3% of the Fully Diluted Shares, Parent the Offeror shall be entitled to designate the number of directorsDirectors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03Section) and (ii) the percentage that the number of Shares beneficially shares of Company Common Stock owned by Parent and its Affiliates Offeror (including Shares shares of Company Common Stock accepted for paymentpayment and paid for) bears to the total number of Fully Diluted Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s Offeror's designees to be elected or appointed to the Company's Board of Directors, including including, without limitation, increasing the number of directors (to the extent permitted under Article 2.34(C) of the TBCA), and seeking and accepting resignations of incumbent directors. At such timetimes, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent Offeror to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Company's Board of Directors of (x) each committee of such Board (other than any committee of such Board established to take action under this Agreement), (y) each Board of Directors. Notwithstanding the foregoing (a) are in addition to and shall not limit any rights which Buyer, following MergerCo or any of their affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or appointment otherwise. (b) Company's obligations to appoint designees of Parent’s designees pursuant Offeror to this Section 1.03(a) and until the Effective Time, the Company's Board of Directors shall at be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Subject to applicable law, Company shall promptly take all times includeaction requested by Offeror necessary to effect any such election, including mailing to its shareholders the information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and Company agrees to make such mailing with the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee mailing of the Board of Directors and the board of directors of each Subsidiary of the Schedule 14D-9 (provided that Offeror shall have provided to Company shall at on a timely basis all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed information required to be a Continuing Director included in such information statement with respect to Offeror's designees). Offeror will supply to Company in writing and be solely responsible for all purposes of this Agreementany information with respect to itself and its nominees, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, directors and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementaffiliates required by Section 14(f) and Rule 14f-1.

Directors. (a) Effective upon the acceptance for payment of any Shares pursuant to the Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03Section) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates and/or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, outstanding (such directors to be allocated as evenly as possible among each of the classes of directors of the Company) and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company's Board of Directors, including increasing the number of directors and or seeking and accepting resignations of incumbent directors. Parent's designees shall serve as evenly as possible among the classes of the Company's Board of Directors. At such time, the Company shall will also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (Ai) each committee of the Board of Directors and (Bii) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Board of DirectorsDirectors of the Company. (b) The Company's obligations to appoint Parent's designees to the Board of Directors shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. Notwithstanding The Company shall promptly take all actions, and shall include in the foregoingSchedule 14D-9 such information with respect to the Company and its officers and directors, following as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent’s 's designees pursuant to this Section 1.03(a2.03(a) and until the Effective Time, the Board approval of Directors a majority of the directors of the Company then in office who were not designated by Parent shall at all times include, be required to (i) authorize (and such authorization shall constitute the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee authorization of the Board of Directors and no other action on the board part of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee including any action by any other director of the Board Company, shall be required to authorize) any amendment or termination of Directors and this Agreement by the board Company, any extension of directors time for performance of each Subsidiary any obligation or action hereunder by Parent or Merger Subsidiary, any exercise of rights or waiver of compliance with any of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member agreements or conditions contained herein for the benefit of the Board of Directors as of the date hereof or a person selected Company, and (ii) take any other action by the Continuing Directors then Company in office. If connection with this Agreement or the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementtransactions contemplated hereby.

Directors. (a) Effective Subject to compliance with applicable Law, promptly upon the acceptance payment by Purchaser for payment of any Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, Parent and from time to time thereafter as Shares are acquired by Purchaser, Purchaser shall be entitled to designate the for appointment or election such number of directors, rounded up to the next whole number, on the Board of Directors that equals of Company as is equal to the product of (i) the total number of directors on the Board of Directors of Company (determined after giving effect to the election of any additional directors pursuant to elected as contemplated by this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and Purchaser or its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstandingthen outstanding (including for this purpose all Shares that are accepted for payment pursuant to the Offer, but excluding any shares held by Company and its Subsidiaries), and the Company shall use its reasonable best efforts to promptly take all action actions necessary to cause Parentallow Purchaser’s designees to be elected or appointed to so elected, including, if necessary, (1) calling for a meeting of the Board of DirectorsDirectors and/or shareholders of Company to elect Purchaser’s designees, including (2) to the extent necessary, calling for a meeting of the Board of Directors and shareholders of the Company for the purpose of increasing the size of such Board of Directors or obtaining the resignation of such number of its directors as is necessary to give effect to the foregoing provision and seeking (3) registering at least one Share, duly endorsed and accepting resignations delivered by the Purchaser or its Affiliates for this purpose, in the name of incumbent directorseach such designee in the books of Company to qualify him or her as a director. At such time, the Company shall also use its reasonable best efforts to also, upon the request of Purchaser, cause individuals such persons designated by Parent Purchaser to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on Company’s Board of Directors of (Ai) each committee of the Company’s Board of Directors Directors, subject to compliance with applicable securities laws and the rules of the Nasdaq Global Market (“NASDAQ”), SRC and PSE, and (Bii) each board of directors (or similar body) of each Subsidiary of the Company (and each committee thereofof each such board (or similar body). (b) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following Following the election or appointment of ParentPurchaser’s designees pursuant to this Section 1.03(a1.3, any amendment or termination of this Agreement by Company, any extension by Company of the time for the performance of any of the obligations or other acts of Purchaser or any waiver of any of Company’s rights hereunder, will require the concurrence of at least a majority of the directors of Company then in office who are not nominees of Purchaser (“Purchaser Insiders”) and until (or in the Effective Timecase where there are two or fewer directors who are not Purchaser Insiders, the Board concurrence of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy director who is not a Purchaser Insider) if such amendment, termination, extension or waiver would be reasonably likely to have an officeradverse effect on the minority shareholders of Company. (c) Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3, directorincluding mailing to Company’s shareholders the information required by such Section 14(f) and Rule 14f-1 (which Company shall mail together with the Schedule 14D-9 if it receives from Purchaser the information below on a basis timely to permit such mailing). Purchaser shall supply Company such information with respect to Purchaser and its nominees, stockholder or designee officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment of Parent any of Purchaser’s designees under this Section 1.3. The provisions of this Section 1.3 are in addition to and shall not limit any rights that Purchaser or any of its Affiliates and who shall be deemed may have as a holder or beneficial owner of Shares as a matter of Law with respect to be a Continuing Director for all purposes the election of this Agreementdirectors or otherwise. (d) Prior to the Payment Date, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any Company will cause each member of its AffiliatesBoard of Directors (except to the extent agreed by Purchaser) to execute and deliver a letter, and which will not be revoked or amended prior to such persons shall be deemed to be Continuing Directors for all purposes date, effectuating his or her resignation as a director of this AgreementCompany effective on the Payment Date.

Directors. (a) Effective Promptly upon the acceptance for payment of, and payment --------- for, any shares of any Shares the Company Common Stock by Sub pursuant to the Offer, Parent and provided that the Minimum Tender Condition has been satisfied, Sub shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice to Company, such number of directors, persons so that the designees of Sub constitute the same percentage (but in no event less than a majority) of the Company's Board of Directors (rounded up to the next whole number, on the Board of Directors that equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) as the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to acquired in connection with the total number of Shares outstandingOffer. The Company shall, and upon Sub's request, promptly increase the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee size of the Board of Directors and (B) each board and/or secure the resignations of such number of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on is necessary to enable Sub's designees to be elected to the Board of DirectorsDirectors and shall cause Sub's designees to be so elected. Notwithstanding Subject to applicable law, the foregoingCompany shall take all action requested by Parent necessary to effect any such election, following including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). Following the election or appointment of Parent’s Sub's designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include6.7, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors amendment or termination of this Agreement, extension for the performance or waiver of the obligations or other acts of Parent or Sub or waiver of the Company's rights hereunder, shall require the concurrence of a majority of the Company's directors (or Continuing Directorthe concurrence of the director, if there shall be is only one remaining) shall be entitled to designate a then in office who are directors of the Company on the date hereof, or are directors (other than directors designated by Sub in accordance with this Section 6.7) designated by such persons or person to fill such any vacancy who is not an officer(the "Continuing Directors"). Notwithstanding the foregoing, director, stockholder or designee of Parent or any of -------------------- will take all actions in its Affiliates and who shall be deemed power required to be a maintain on the Company's Board at least one Continuing Director for at all purposes times after the consummation of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, Offer and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementuntil the Effective Time.

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares pursuant Acceptance Date, and from time to the Offertime thereafter, Parent Parent, may, but shall not be entitled required to, designate up to designate the such number of directors, rounded up to the next nearest whole number, on the Company Board of Directors that equals as shall give Parent representation on the Company Board equal to the product of (i) the total number of directors on the Company Board of Directors (after giving effect to the election of any additional directors pursuant to this Section 1.03such new Parent designated directors) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) purchased in the Offer bears to the total number of Shares outstanding, and the Company shall shall, upon request of Parent, promptly increase the size of the Company Board and/or use its reasonable best efforts to take all action secure the resignations of such number of directors as is necessary to provide Parent with such level of representation and shall cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the The Company shall also use its reasonable best efforts to cause individuals persons designated by Parent to constitute the number of members, rounded up same percentage as is on the entire Company Board to the next whole number, be on (Ai) each committee of the Board of Directors and Company Board, (Bii) each the board of directors of each Subsidiary of the Company Company, and (and iii) each committee thereof) thatof each such board, in each case, represents case only to the same percentage as such individuals represent on the Board of Directorsextent permitted by applicable Laws. Notwithstanding the foregoingprovisions of this Section 5.13, the Parent and the Company shall use reasonable efforts to ensure that, at all times prior to the Effective Time, at least two (2) of the members of the Company Board are Continuing Directors; provided, however, that (i) if at any time prior to the Effective Time there shall be less than two (2) Continuing Directors serving as directors of the Company for any reason, then the Company Board shall cause an individual or individuals selected by the remaining Continuing Director(s) to be appointed to serve on the Company Board (and any such individual shall be deemed to be a Continuing Director for all purposes under this Agreement), and (ii) if at any time prior to the Effective Time no Continuing Directors remain on the Company Board, then the Company Board shall appoint two (2) individuals who are not officers, employees or Affiliates of the Company, Parent or Purchaser to serve on the Company Board (and such individuals shall be deemed to be Continuing Directors for all purposes under this Agreement). (b) The Company’s obligations to effect election of Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 5.13, including mailing to its stockholders the information required by such Section and Rule which, unless Parent otherwise elects, shall be so mailed together with the Schedule 14D-9. The Company shall include in the Schedule 14D-9 such information with respect to Company and its officers and directors as is required under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 5.13. Parent shall promptly supply, and be solely responsible for, any information with respect to itself and its designees, officers, directors and Affiliates required by such Section and Rule to Company, which information shall be true and correct in all material respects. (c) During the period following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and 5.13 until the Effective Time, the Board unanimous approval of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If office shall be required to authorize (i) any amendment or termination of this Agreement or abandonment by the number Company or the Company Board of Continuing Directors is reduced to below three prior the Merger, (ii) any amendment to the Effective TimeCompany Certificate or the Company Bylaws, other than as contemplated by this Agreement, (iii) any remaining Continuing Directors (extension by the Company or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder the Company Board of the time for the performance of any of the obligations or designee other acts of Parent or Purchaser, including any extension of the Closing Date pursuant to Section 2.1 or any extension of the Effective Time of the Merger to any time subsequent to the time of filing of the Certificate of Merger pursuant to Section 2.1, (iv) any waiver of any of its Affiliates and who shall be deemed to be a Continuing Director for all the Company’s rights hereunder, or (v) any Adverse Recommendation Change. For purposes of this Agreement, or“Continuing Directors” shall mean the directors of the Company not affiliated with Parent who were not designated by Parent and (A) were “independent” as defined in the rules of the Nasdaq Global Market, if no or (B) were elected subsequent to the date hereof by, or on the recommendation of, (x) directors who were directors on the date hereof, or (y) the Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementDirectors.

Directors. (a) Effective upon the acceptance for payment purchase of any Shares shares of Company Common Stock pursuant to the Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company’s Board of Directors that equals the product of (i) the total number of directors on the Company’s Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.031.3(a)) and (ii) the percentage that the number of Shares shares of Company Common Stock beneficially owned by Parent and its Affiliates and/or Merger Sub (including Shares accepted for paymentshares of Company Common Stock purchased pursuant to the Offer) bears to the total number of Shares shares of Company Common Stock then outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (Ai) each committee of the Company’s Board of Directors and (Bii) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Company’s Board of Directors. Notwithstanding the foregoing, following until the Acceptance Date, the Company shall use its reasonable best efforts to ensure that all of the members of the Company’s Board of Directors and such committees and boards as of the date hereof who are not employees of the Company remain members of the Company’s Board of Directors and such committees and boards until the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the Company’s Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent’s designees pursuant to this Section 1.03(a1.3(a) and until the Effective Time, the Board approval of Directors a majority of the directors of the Company then in office who were not designated by Parent shall at all times include, be required to authorize (and such authorization shall constitute the authorization of the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the ’s Board of Directors and no other action on the board part of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee including any action by any other director of the Board Company, shall be required to authorize) any termination of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected this Agreement by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective TimeCompany, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes amendment of this Agreement, orany extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, if no Continuing Directors then remainany waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, any exercise of the other directors shall designate three persons Company’s rights or remedies under this Agreement or any action seeking to fill such vacancies who are not officers, directors, stockholders or designees enforce any obligation of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of Merger Sub under this Agreement.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment of any Shares pursuant to by Parent or any of its subsidiaries which represents at least a majority of the Offeroutstanding Shares (on a fully diluted basis, as defined in Section 1.1(a)), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the such Company Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares so accepted for payment) payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, use its best reasonable efforts promptly either to increase the size of the Company Board or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company Board, and shall take all actions available to the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the Company shall shall, if requested by Parent, also use its reasonable best efforts to cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (Ai) each committee of the Board of Directors and Company Board, (Bii) each board of directors (or similar body) of each Subsidiary (as defined in Section 3.1) of the Company and (and iii) each committee thereof(or similar body) of each such board. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board. Parent or the Purchaser will supply the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (c) In the event that Parent's designees are elected to the Company Board, until the Effective Time (as defined below), the Company Board shall have at least two directors who are directors on the date hereof (the "Independent ----------- Directors"); provided that, in each casesuch event, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If if the number of Continuing Independent --------- Directors is shall be reduced to below three prior to the Effective Timetwo for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate a person persons to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and vacancies who shall be deemed to be a Continuing Director Independent Directors for all purposes of this Agreement, Agreement or, if no Continuing Directors Independent Director then remainremains, the other directors shall designate three two persons to fill such vacancies who are shall not officersbe stockholders, directors, stockholders affiliates or designees associates of Parent or any of its Affiliates, the Purchaser and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (a) amend or terminate this Agreement by the Company, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, or (c) take any other action by the Company Board under or in connection with this Agreement.

Directors. (a) Effective upon the acceptance for payment of any Shares and payment for pursuant to the OfferOffer of a number of Shares that satisfies the Minimum Condition, Parent shall be entitled to designate the that number of directorsdirectors on the Board, rounded up to the next nearest whole number, on the Board of Directors that equals equal to the product of (i) the total number of directors on the Board of Directors (giving effect effect, if applicable, to (A) the election number of any additional directors newly created directorships if the size of the Board is increased pursuant to this Section 1.031.3(a) and (B) the number of vacancies if the resignation of any director is secured pursuant to this Section 1.3(a)) and (ii) the percentage that the number of Shares beneficially owned in the aggregate by Parent and its Affiliates (including Shares accepted for payment) Merger Sub bears to the total number of Shares outstanding, and the Company Company, at such time, shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Board of DirectorsBoard, including including, without limitation, increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, but subject to Section 1.3(c) hereof, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next nearest whole number, on (Ai) each committee of the Board of Directors and (Bii) each the board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Board of DirectorsBoard. Notwithstanding the foregoing, following the election or appointment Parent and the Company shall use their reasonable best efforts to ensure that at least two (2) members of Parent’s designees pursuant to this Section 1.03(athe Board as of the date hereof who are not employees of the Company (the "Continuing Directors") and shall remain members of the Board until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing DirectorPROVIDED that, if there shall be only one remaining) in office less than two Continuing Directors for any reason, the Board shall be entitled to designate a cause the person designated by the remaining Continuing Director to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate three two persons to fill such vacancies who are will not be directors, officers, directors, stockholders employees or designees Affiliates of the Parent or any of its Affiliates, Merger Sub and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company, at its sole expense, shall take promptly all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) or the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.3. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. (c) Company shall not be required to fulfill its obligations under Section 1.3(a)(ii) with respect to board membership of Company subsidiaries in the event (and/or to the extent) that doing so may, in the reasonable opinion of Company's counsel, trigger state regulatory approval processes that could materially affect or delay the transactions contemplated herein. (d) Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Effective Promptly upon the acceptance for payment by the Purchaser or any of any Shares Parent's direct or indirect subsidiaries pursuant to the OfferOffer for such number of Shares which represent at least a majority of the outstanding Shares and from time to time thereafter, Parent the Company shall increase the size of its Board of Directors to nine members, and the Purchaser shall be entitled to designate members of the Company's Board of Directors such that the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, will have a number of directorsrepresentatives on the Board of Directors, rounded up to the next whole number, on the Board of Directors that equals equal to the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) obtained by multiplying nine by the percentage that the number of Shares beneficially owned by Parent and any of its Affiliates (including Shares accepted for payment) bears to subsidiaries. The Company shall, upon request by the total number of Shares outstandingPurchaser, and promptly increase the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee size of the Board of Directors and (B) each board to the extent permitted by its Certificate of Incorporation and/or use its best efforts to secure the resignations of such number of directors of each Subsidiary of as is necessary to enable the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on Purchaser's designees to be elected to the Board of DirectorsDirectors and shall use its best efforts to cause the Purchaser's designees to be so elected. At the request of the Purchaser, the Company shall take, at its expense, all action necessary to effect any such election, including the mailing to its stockholders of the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, in form and substance reasonably satisfactory to the Purchaser and its counsel. Notwithstanding the foregoing, following (i) the election or appointment affirmative vote of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee a majority of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of who are directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of on the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there and who remain directors shall be only one remaining) shall be entitled required to designate a person to fill such vacancy who is not an officeramend, director, stockholder modify or designee of Parent or waive any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes provision of this Agreement, oror to approve any other action by the Company with respect to the Offer or the other transactions contemplated hereby, if no Continuing Directors then remainwhich adversely affects the interests of the stockholders of the Company with respect to such transactions and (ii) none of the Purchaser, the other directors shall designate three persons Merger Sub or Parent shall, directly or indirectly, cause the Company to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of breach its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementobligations hereunder.

Directors. (a) Effective Promptly upon the acceptance for payment of, and payment by Merger Sub for, shares of any Shares Company Common Stock pursuant to the Offer, Parent the parties hereto shall be entitled use best efforts such that Merger Sub may designate such number of members of the Company Board of Directors as will give Merger Sub, subject to designate compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, on the Board of Directors that equals which is the product of (ia) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (ii) the number of such shares outstanding; provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board of Directors, then until the Effective Time the Company shall use best efforts to cause the Company Board of Directors to have at least two (2) directors who are (i) directors on the date of this Agreement and (ii) independent directors for purposes of the continued listing requirements of the Nasdaq (such directors, the “Independent Directors”); provided, further, that if any Independent Director is unable to serve due to death or disability or any other reason, the parties hereto shall use best efforts such that the remaining Independent Directors may elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that such individual is an independent director for purposes of the continued listing requirements of the Nasdaq) to fill the vacancy, and such director (or directors) shall be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director remains prior to the Acceptance Date, the parties hereto shall use best efforts such that a majority of the members of the Board of Directors of the Company at the time of the execution of this Agreement shall be entitled to designate two (2) individuals to fill such vacancies who shall not be employees of or otherwise affiliated with the Company, Parent or Merger Sub, and such individuals shall be deemed Independent Directors for purposes of this Agreement. Following the election or appointment of any additional directors Parent’s designees to the Company Board of Directors pursuant to this Section 1.035.15, and until the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize: (a) any amendment or termination of this Agreement, (b) any amendment to the Certificate of Incorporation of the Company or the Bylaws of the Company (except for the Merger), (c) any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent, (d) waiver of any of the Company’s rights under this Agreement or any other action adversely affecting the rights of the Company Common Stockholders (other than Parent or Merger Sub), and (iie) any other consent of the percentage that Company or the number Company Board of Shares beneficially owned Directors with respect to this Agreement, the Offer or the Merger or any other transaction contemplated thereby or in connection therewith. To the fullest extent permitted by law, the authorization of any such matter by a majority of the Independent Directors shall constitute the authorization of such matter by the Company Board of Directors, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter. Following the Acceptance Time and prior to the Effective Time, neither Parent nor Merger Sub shall take any action to remove any Independent Director unless the removal shall be for cause. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstandingRule 14f-1 promulgated thereunder, and the Company shall use make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its reasonable best efforts to take all action current directors as is necessary to cause Parentenable Merger Sub’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementprovided above.

Directors. (a) Effective upon Promptly following the acceptance for payment of any Shares by Merger Sub pursuant to the OfferOffer of such number of shares of Company Common Stock which represents at least a majority of the outstanding shares of Company Common Stock (on a Fully Diluted Basis), and from time to time thereafter (the "Appointment Time"), Parent shall be entitled to designate the such number of directors, rounded up to the next whole numbernumber as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors that equals of the Company equal to the product of (ix) the total number of directors on the Board of Directors of the Company (giving effect to any increase in the election number of any additional directors pursuant to this Section 1.031.4) and (iiy) the percentage that the such number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) so purchased bears to the total aggregate number of Shares outstandingthen outstanding (such number being, the "Board Percentage"), and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to promptly satisfy the Board of Directors, including Percentage by (i) increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee size of the Board of Directors and (B) each board of directors of each Subsidiary of the Company or (and each committee thereofii) that, in each case, represents using its best efforts to secure the same percentage resignations of such number of directors as such individuals represent on is necessary to enable Parent's designees to be elected to the Board of DirectorsDirectors of the Company and shall cause Parent's designees promptly to be so elected. Notwithstanding At the foregoingrequest of Parent, following the Company shall take, at the Company's expense, all lawful action necessary to effect any such election, including, without limitation, mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, unless such information has previously been provided to the Company's stockholders in the Schedule 14D-9. Parent will supply the Company and be solely responsible for any information with respect to Parent, its designees and its nominees, officers, directors and affiliates required by such Section 14A and Rule 14-f-1 (b) Following the election or appointment of Parent’s 's designees pursuant to this Section 1.03(a) 1.4 and until prior to the Effective TimeTime (as defined in Section 2.2) of the Merger, any (i) amendment or termination of this Agreement, (ii) extension for the Board performance or waiver of Directors shall at all times includethe obligations or other acts of Parent or Merger Sub, and or (iii) waiver of the Company, Parent and Merger Subsidiary 's rights hereunder shall cause require the Board concurrence of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board a majority of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one then in office who are "Continuing Directors". The term "Continuing Director. A “Continuing Director” " shall mean a person who is a (i) each member of the Board of Directors as of the Company on the date hereof or and (ii) any successor to any Continuing Director that was recommended to succeed such Continuing Director by a person selected by majority of the Continuing Directors then in office. If on the number Board of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementDirectors.

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment any Company Common Stock by Parent or any of any Shares pursuant to its Subsidiaries which represents at least a majority of the Offeroutstanding Company Common Stock (on a Fully Diluted Basis), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors that equals of the Company as is equal to the product of (i) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares shares of Company Common Stock so accepted for payment) payment bears to the total number of Shares shares then outstanding. In furtherance thereof, the Company shall, upon request of Merger Sub, promptly either increase the size of its Board of Directors or secure the resignation of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company's Board, and shall take all actions available to the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s 's designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the Company shall shall, if requested by Parent, also use its reasonable best efforts to cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on (A) the Company's Board of Directors on each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Company's Board of Directors. Notwithstanding The Parent shall use its best efforts to cause the foregoing, following the election or appointment of Parent’s designees pursuant Company to this Section 1.03(a) and have at least one independent director until the Effective Time, including, but not limited to retaining one of the Company's current directors. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors shall at all times include, and the Company, Directors. Parent and or Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of Sub will supply the Company and be solely responsible for any information provided by them in writing expressly for inclusion in the information sent to Stockholders with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 2.3 are in addition to and shall at all times includenot limit any rights which the Merger Sub, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to be a Continuing Director for all purposes the election of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementotherwise.

Directors. (a) Effective Promptly upon the acceptance for payment of of, and payment for, any Shares by Merger Sub pursuant to the OfferOffer and, Parent from time to time thereafter, Merger Sub shall be entitled to designate the such number of directorsdirectors on the Board of Directors of the Company as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act and subject to the final sentence of this Section 1.3, representation on the Board equal to at least that number of directors (rounded up to the next whole number, on the Board of Directors that equals ) equal to the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) Merger Sub bears to the total number of Shares outstanding, and the Company shall, at such time, cause Merger Sub's designees to be so elected or appointed to the Board of Directors of the Company. Subject to applicable law, the Company shall use its reasonable best efforts to take all action requested by Purchaser necessary to cause Parent’s effect any such election, including mailing to its stockholders the information statement (as amended from time to time, the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis in writing all information required to be included in the Information Statement with respect to Merger Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Purchaser, either increase the size of the Company's Board of Directors and/or use its commercially reasonable efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Sub's designees to be elected or appointed to the Company's Board of DirectorsDirectors as provided above. In addition, including increasing the subject to applicable law, at such time as Merger Sub shall be entitled to designate a number of directors and seeking and accepting resignations as provided by this Section 1.3, at the request of incumbent directors. At such timePurchaser, the Company shall also will use its reasonable best efforts to cause individuals designated by Parent Merger Sub to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment Directors of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each (x)__each committee of the Board of Directors and the Directors, (y)__each board of directors of each Subsidiary (as defined below) of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each (z)__each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof), there shall be at least two directors who are directors on the date hereof and who are not designees nor officers, directors, employees or affiliates of Purchaser or Merger Sub nor officers or employees of the Company or Parent ("Independent Directors"), provided that if the number of Independent Directors shall be reduced below two for any reason, the Board of Directors and shall, subject to the board of directors of each Subsidiary approval of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to ), if any, designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such the vacancy or vacancies who are not designees nor officers, directors, stockholders employees or designees affiliates of Parent Purchaser or any Merger Sub nor officers or employees of its Affiliatesthe Company, and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement.

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares purchase by Purchaser pursuant to the OfferOffer or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, Parent and from time to time thereafter, Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors that equals of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors (giving effect to of the election of any additional directors pursuant to this Section 1.03) Company and (ii) the percentage that the such number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) so purchased bears to the total number of Shares outstanding, and the Company shall shall, upon request by Purchaser, promptly increase the size of the Board of Directors of the Company or use its reasonable best efforts to take all action secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Parent’s Purchaser's designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the The Company shall will also use its reasonable best efforts to cause individuals persons designated by Parent Purchaser to constitute the number same percentage as is on the entire Board of members, rounded up Directors of the Company to the next whole number, be on (Ai) each committee of the Board of Directors of the Company and (Bii) each board Board of directors Directors and each committee thereof of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Company. The Company's obligations to appoint designees to its Board of DirectorsDirectors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and applicable law. Notwithstanding At the foregoingrequest of Purchaser, following the Company shall take all actions necessary to effect any such election or appointment of Purchaser's designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Following the election or appointment of Parent’s Purchaser's designees pursuant to this Section 1.03(a1.04(a) and until prior to the Effective TimeTime (as defined below), and so long as there shall be at least one Continuing Director (as defined below), any amendment of this Agreement requiring action by the Board of Directors shall at all times include, and of the Company, Parent and Merger Subsidiary shall cause any extension of time for the Board performance of Directors to at all times include, at least three Continuing Directors and each committee any of the Board obligations or other acts of Directors Parent or Purchaser under this Agreement and any consent pursuant to or waiver of compliance with any of the board of directors of each Subsidiary agreements or conditions under this Agreement for the benefit of the Company will require the concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "Continuing Directors"). The Continuing Directors shall have the authority to retain such counsel and other advisors at all times includethe expense of the Company as are reasonably required in connection with the exercise of their duties, and shall have the Companyauthority to institute any action, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary on behalf of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes enforce performance of this Agreement.

Directors. (a) Effective Subject to compliance with applicable law, promptly upon the acceptance purchase of and payment for payment of any Shares by the Purchaser pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the such Board of Directors (determined after giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares which the Purchaser or any affiliate of the Purchaser owns beneficially owned by Parent and its Affiliates (including Shares accepted for paymentexcluding any unexercised portion of the options granted under the Option Agreement or the Shareholders Agreement) bears to the total number of Shares then outstanding, provided, however, that in the event the Purchaser accepts Shares for payment and the Minimum Condition is not satisfied, Parent shall not be entitled to designate more than two (2) directors. In furtherance thereof, subject to Parent having theretofore provided the Company with the information with respect to Parent's designees required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, the Company shall, upon the request of Parent, promptly secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be elected to the Company Board of Directors and shall take all actions available to the Company to cause Parent's designees to be so elected. In furtherance of the foregoing, in the event the Company is unable to secure a sufficient number of resignations of its incumbent directors in accordance with the immediately preceding sentence, the Company shall use its reasonable best efforts promptly to increase the size of the Company Board of Directors as is necessary to enable the number of Parent's designees computed in accordance with the first sentence of this Section 1.3(a) (after taking into account the increase in the size of the Company Board of Directors) to be so elected to the Company Board of Directors and shall take all action necessary actions available to the Company to cause Parent’s 's designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the Company shall shall, if requested by Parent, also use its reasonable best efforts to cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (Ai) each committee of the Company Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Subsidiary (as hereinafter defined) of the Company and (and iii) each committee thereof(or similar body) that, in of each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees board. (b) The Company shall promptly take all actions required pursuant to this Section 1.03(a14(f) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors Exchange Act and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.Rule 14f-l promulgated thereun-

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares acquisition by Purchaser pursuant to the OfferOffer of such number of Shares which satisfies the Minimum Condition and from time to time thereafter, Parent shall be entitled to designate a majority of the number members of directors, rounded up to the next whole number, on the Board of Directors that equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Company's Board of Directors, including increasing subject to compliance with Section 14(f) of the number of directors and seeking and accepting resignations of incumbent directorsExchange Act. At such timeThe Company shall, upon request by Parent, promptly increase the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee size of the Board of Directors and (B) each board to the extent permitted by its Certificate of Incorporation and/or secure the resignations of such number of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on is necessary to enable Parent's designees to be elected to the Board of DirectorsDirectors and shall use its reasonable efforts to cause Parent's designees to be so elected. Notwithstanding The Company shall take, at its expense, all action necessary to effect any such election, including mailing to its stockholders the foregoing, following information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in form and substance reasonably satisfactory to Parent and its counsel. Following the election or appointment of Parent’s 's designees pursuant to this Section 1.03(a) 1.3 and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors amendment or termination of this Agreement, extension for the performance or waiver of the obligations or other acts of Parent or Purchaser or waiver of the Company's rights hereunder, shall require the concurrence of a majority of the Company's directors (or Continuing Directorthe concurrence of the director, if there is only one remaining) then in office who are directors on the date hereof, or are directors (other than directors designated by Parent in accordance with this Section 1.3) designated by such persons to fill any vacancy (the "CONTINUING DIRECTORS"); provided, however, that, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remainDirectors, such actions may be affected by majority vote of the other directors shall designate three persons to fill such vacancies who are not officersentire Board of Directors, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.except that

Directors. (a) Effective Promptly upon the acceptance purchase of and payment for payment Shares by Parent or any of any Shares pursuant to its subsidiaries which represent at least a majority of the Offeroutstanding shares of Company Common Stock (on a fully diluted basis), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors that equals of the Company as is equal to the product of (i) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and its Affiliates (including Shares accepted for payment) any of their affiliates bears 7 to the total number of Shares shares of Company Common Stock then outstanding. The Company shall, and upon request of the Company shall Purchaser, use its reasonable best efforts promptly either to take all action increase the size of its Board of Directors (which, pursuant to the Company's Articles of Incorporation, has a maximum number of 15 directors) or, at the Company's election, secure the resignations of such number of its incumbent directors as is necessary to cause enable Parent’s 's designees to be so elected or appointed to the Board of DirectorsCompany's Board, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts cause Parent's designees to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directorsbe so elected. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective TimeTime (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors at least two directors who are directors of the Company on the date hereof (the "Company Designees"); provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all times includeactions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (b) From and after the time, if any, that Parent's designees constitute a majority of the Company's Board of Directors, any amendment of this Agreement, any termination of this Agreement by the Company, Parent and Merger Subsidiary shall cause the Board any extension of Directors to at all times include, at least three Continuing Directors and each committee time for performance of any of the Board obligations of Directors and Parent or the board Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company hereunder may be effected only by the action of a majority of the directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of then in office who were directors of each Subsidiary of the Company on the date hereof, which action shall be deemed to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member constitute the action of the full Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective TimeDirectors; provided, any remaining Continuing Directors (or Continuing Director, that if there shall be only one remaining) shall be entitled to designate a person to fill no such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees such actions may be effected by unanimous vote of Parent or any the entire Board of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementthe Company.

Directors. (a) Effective upon the acceptance for payment of any Shares pursuant to the Offer, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on of the Board of Directors that equals Company as is equal to the product of (i) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.03sentence) multiplied by the Board Fraction. The Directors so designated by Parent shall take office immediately after (i) the purchase of and payment for any Shares by Parent or any of its Subsidiaries as a result of which Parent owns beneficially at least that number of shares which satisfies the Minimum Condition or the Revised Minimum Number, as applicable, and (ii) compliance with Section 14(f) of the percentage that Exchange Act and Rule 14f-1 promulgated thereunder, whichever shall occur later. In furtherance thereof, the Company shall, upon request of the Parent, promptly either increase the size of its Board of Directors or secure the resignations of such number of Shares beneficially owned by its incumbent directors, or both, as is necessary to enable such designees of Parent and its Affiliates (including Shares accepted for payment) bears to be so elected or appointed to the total number Company Board of Shares outstandingDirectors, and the Company shall use its reasonable best efforts take all actions available to the Company to cause such designees of Parent to be so elected or appointed at such time. At such time, the Company shall, if requested by Parent, also take all action necessary to cause persons designated by Parent to constitute the same Board Fraction of (i) each committee of the Company Board of Directors and (ii) each committee (or similar body) of each such board. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to shareholders, concurrently with mailing to shareholders the Schedule 14D-9, the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s 's designees to be elected or appointed to the Company Board of Directors immediately after the purchase of and payment for any Shares by Parent or any of its Subsidiaries as a result of which Parent own beneficially at least a majority of then outstanding Shares. Parent or Purchaser will supply the Company all information with respect to either of them and their nominees, officers, directors and Affiliates required to be disclosed by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Purchaser, Parent or any of their Affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (c) In the event that Parent's designees are elected or appointed to the Company Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Company Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, have at least three Continuing Directors and each committee of the Board of Directors and the board of two directors of each Subsidiary of the Company shall at all times includewho are Independent Directors, and the Companyprovided that, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times includein such event, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If if the number of Continuing Independent Directors is shall be reduced to below three prior to the Effective Timetwo for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate a person persons to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and vacancies who shall be deemed to be a Continuing Director Independent Directors for all purposes of this Agreement, Agreement or, if no Continuing Directors Independent Director then remainremains, the other directors shall designate three two persons to fill such vacancies who are shall not officersbe shareholders, directors, stockholders Affiliates or designees Associates of Parent or any of its AffiliatesPurchaser, and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees constitute a majority of the directors on the Company Board of Directors, the affirmative vote of a majority of the Independent Directors shall be required after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, to (a) amend or terminate this Agreement by the Company, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder if such exercise or waiver materially and adversely affects holders of Shares other than Parent or Purchaser, or (c) take any other action under or in connection with this Agreement if such action materially and adversely affects holders of Shares other than Parent or Purchaser; provided, that if there shall be no such -------- directors, such actions may be effected by unanimous vote of the entire Company Board of Directors.

Directors. (a) Effective Promptly upon the acceptance purchase of and the payment for payment shares of any Shares pursuant Common Stock by Parent or the Purchaser which represent at least eighty percent (80%) of the outstanding Common Stock (on a Fully-Diluted Basis), subject to the OfferSection 1.3(b) of this Agreement, Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Board Company’s board of Directors that equals directors as is equal to the product of (i) the total number of directors on the Board Company’s board of Directors directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares shares of Common Stock beneficially owned by the Purchaser, Parent and its Affiliates (including Shares accepted for payment) any of their affiliates bears to the total number of Shares outstandingshares of Common Stock then outstanding (on a Fully-Diluted Basis). In furtherance thereof, the Company shall, upon request of the Parent, either take all actions necessary promptly to increase the size of the Company’s board of directors or to promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected or designated to the Company’s board of directors, and the Company shall use its reasonable best efforts to take all action actions necessary to cause Parent’s designees to be so elected or designated at such time. At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company’s board of directors of (i) each committee of the Company’s board of directors, (ii) each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.4), and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law or the rules of any stock exchange or trading market on which the Common Stock is listed or traded. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a) (subject to the Parent’s timely notification to the Company of such information as is necessary to fulfill such obligations), including mailing to stockholders (together with the Schedule 14D-9 if the Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the Parent’s designees to be elected or appointed to the Board Company’s board of Directorsdirectors. The Parent or the Purchaser will supply the Company in writing and be solely responsible for any information with respect to either of them and their nominees, including increasing the number of officers, directors and seeking affiliates required by such Section 14(f) and accepting resignations Rule 14f-1. The provisions of incumbent directors. At such timethis Section 1.3(a) are in addition to and shall not limit any rights which the Purchaser, the Parent or any of their affiliates may have as a holder or beneficial owner of Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number Common Stock as a matter of members, rounded up law with respect to the next whole number, on (A) each committee of the Board of Directors and (B) each board election of directors of each Subsidiary of the Company or otherwise. (b) From and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following after the election or appointment of the Parent’s designees to the Company’s board of directors pursuant to this Section 1.03(a1.3(a) and until the Effective TimeTime (as defined in Section 1.5 hereof), the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary Company shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the its board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, have at least one Continuing Director. A “Continuing Director” shall mean a person 3 directors who is a member of the Board of Directors as of are directors on the date hereof or a person selected and who are not employed by the Continuing Company and who are not affiliates, associates, stockholders or employees of the Parent or the Purchaser and each of whom shall be NASD Independent Directors then in office. If (the number of Continuing Directors is reduced “Independent Directors”); provided, that, if any Independent Director ceases to below three prior to be a director for any reason whatsoever, the Effective Time, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be is only one remaining) shall be entitled to designate a person to fill such vacancy any other person(s) who is shall not an officerbe affiliates, directorassociates, stockholder stockholders, or designee employees of the Parent or any of its Affiliates Subsidiaries and who shall be NASD Independent Director(s) to fill such vacancies and such person(s) shall be deemed to be a Continuing Director Independent Director(s) for all purposes of this AgreementAgreement (provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, orbut in any event within 5 business days, and further provided that if no such Independent Director is appointed in such time period, the Board of Directors shall designate such Independent Director(s), each of whom shall be a NASD Independent Director), provided, further, that, if no Continuing Directors Independent Director then remainremains, the other directors shall designate three 3 persons to fill such vacancies who are shall not officersbe stockholders, directorsaffiliates, stockholders associates or designees employees of the Parent or any of its Affiliates, Subsidiaries and who shall be NASD Independent Directors to fill such vacancies and such persons shall be deemed to be Continuing Independent Directors for all purposes of this Agreement. Following the election or appointment of the Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, neither the Parent nor the Purchaser will take any action to cause any Independent Director to be removed other than for cause. Notwithstanding anything in this Agreement to the contrary, from and after the election or appointment of the Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, in addition to the approval of the board of directors as a whole, the approval or affirmative vote of a majority of the Independent Directors shall be required in order to (i) amend or terminate this Agreement by the Company, or extend the time period with respect to the obligations of the Parent and the Purchaser under Section 1.9 hereof, (ii) exercise or waive any of the Company’s rights, benefits or remedies hereunder, or (iii) take any other action of the Company’s board of directors under or in connection with this Agreement in any manner that (in the determination of a majority of the Independent Directors) adversely affects the holders of the Company’s Common Stock (other than the Parent, the Purchaser, or any of their respective Affiliates) in any material respect.

Directors. (a) Effective upon Following the acceptance for payment of any Shares by Purchaser pursuant to the OfferOffer of more than fifty percent (50%) of the outstanding Shares (the "Appointment Time"), Parent and at all times thereafter, Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent Parent, Purchaser and any of its Affiliates (including Shares accepted for payment) affiliates bears to the total number of Shares outstandingthen outstanding provided that, notwithstanding the foregoing, in no event shall Purchaser be entitled to elect or designate a majority of the Company Board of Directors unless it is the beneficial owner of Shares entitling it to exercise at least a majority of the voting power of the outstanding Shares. The Company shall, upon Purchaser's request at any time following the Appointment Time, take all actions necessary, including but not limited to promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing the size of the Company Board of Directors (including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors) and/or using its reasonable efforts to promptly secure the resignations of such number of its incumbent directors to enable Purchaser's designees to be so elected or designated to the Company Board of Directors, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s Purchaser's designees to be so elected or appointed to designated at such time. The Company shall, upon Purchaser's request following such time as Purchaser's designees constitute a majority of the Company Board of DirectorsDirectors (the "Control Time"), including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals Persons elected or designated by Parent Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (Ai) each committee of the Company Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Company Subsidiary of the Company and (and iii) each committee thereof(or similar body) thatof each such board, in each casecase to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market ("Nasdaq"). Promptly after the Appointment Time, represents the same percentage Company shall take all action necessary to elect to be treated as a "controlled company" as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such individuals represent on status. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser's designees to be elected or designated to the Company Board of Directors. Notwithstanding Purchaser shall supply the foregoingCompany in writing with, following and shall be solely responsible for, all information with respect to Purchaser's designees to the Company Board of Directors and Parent's and Purchaser's respective officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or appointment otherwise. (b) In the event that Purchaser's designees are elected or designated to the Company Board of Parent’s designees Directors pursuant to this Section 1.03(a) and 1.3(a), then, until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary Company shall cause the Company Board of Directors to at all times include, at least maintain three Continuing Directors and each committee of the Board of Directors and the board of (3) directors of each Subsidiary who are members of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.Board

Directors. (a) Effective upon After the acceptance Purchaser accepts for payment of any Shares tendered and not properly withdrawn pursuant to the OfferOffer and this Agreement (the “Acceptance Time”), and at all times thereafter, Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Common Shares beneficially owned Beneficially Owned by Parent and its Parent, the Purchaser or any of their respective Affiliates (including Shares accepted for payment) bears to the total number of Common Shares outstandingthen outstanding (including, in each case, any outstanding securities of the Company that are convertible or exchangeable into or exercisable for Common Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall use its reasonable best efforts also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of the NASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to cause elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the Purchaser or any of their respective Affiliates may have as a record holder or Beneficial Owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(b), including mailing to stockholders (together with the Schedule 14D-9) any information required by Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or appointed designated to the Company Board of Directorsat the time or times contemplated by this Section 1.3. Parent shall supply or cause to be supplied to the Company any information with respect to Parent, including increasing the number of Purchaser, their respective officers, directors and seeking Affiliates and accepting resignations of incumbent directors. At such timeproposed designees to the Company Board required by Section 14(f) and Rule 14f-1. (c) After Parent’s designees are elected or designated to, and constitute a majority of, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include1.3(a), and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date hereof (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Directors (Director or Continuing Director, if there shall be only one remaining) Directors shall be entitled to elect or designate a person another Person that satisfies the foregoing independence requirements to fill such vacancy who is not an officervacancy, director, stockholder or designee of Parent or any of its Affiliates and who such Person shall be deemed to be a Continuing Director for all purposes of this Agreement. After Parent’s designees are elected or designated to, or, if no Continuing Directors then remainand constitute a majority of, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.Company Board pursuant to

Directors. (a) Effective Promptly upon the acceptance for payment of, and payment by Sub for, any shares of any Shares Common Stock pursuant to the OfferOffer (which constitute at least the Minimum Condition), Parent Sub shall be entitled to designate such number of directors on the Company Board as shall give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board of Directors that equals which is the product of (ia) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected pursuant to this Section 1.03sentence) multiplied by (b) the percentage that (i) such number of shares of Common Stock so accepted for payment and paid for by Sub plus the number of shares of Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares such shares outstanding, and the Company shall, at such time, cause Sub's designees to be so elected. Subject to applicable law, the Company shall use its reasonable best efforts to take all action requested by Parent necessary to cause Parent’s effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. The provisions of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) 7.07 are in addition to and until the Effective Timeshall not limit any rights which Sub, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed their affiliates may have as a holder or beneficial owner of shares of Common Stock as a matter of law with respect to be a Continuing Director for all purposes the election of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementotherwise.

Directors. (a) Effective upon the acceptance for payment by Merger Sub of any Shares pursuant to the OfferOffer (the "APPOINTMENT TIME"), Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates or Merger Sub (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action reasonably necessary to cause Parent’s 's designees to be elected or appointed to the Company's Board of Directors, including including, without limitation, increasing the number of directors and directors, or seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) or both; provided that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant prior to this Section 1.03(a) and until the Effective Time, the Company's Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, always have at least three Continuing Directors and each committee two members who were directors of Company prior to consummation of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times includeOffer (each, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office"CONTINUING DIRECTOR"). If the number of Continuing Directors is reduced to below three less than two for any reason prior to the Effective Time, any the remaining and departing Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officerthe vacancy. Notwithstanding anything in this Agreement to the contrary, directorif Parent's designees are elected to Company's Board of Directors prior to the Effective Time, stockholder or designee the affirmative vote of Parent or any a majority of its Affiliates and who the Continuing Directors shall be deemed required for Company to be a Continuing Director for all purposes (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or (b) waive any of Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by Company which is reasonably likely to adversely affect the interests of the stockholders of Company (other than Parent, Merger Sub and their affiliates (other than Company and its Affiliatessubsidiaries)), and such persons shall be deemed with respect to be Continuing Directors for all purposes of the transactions contemplated by this Agreement. (b) Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. Company shall promptly take all actions required pursuant to Section 1.03 and Rule 14f-l in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to Company and its officers and directors as is required under Section 14(f) and Rule 14f-l. Parent will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

Directors. (a) Effective upon the acceptance for payment of any Tender Shares pursuant to the Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board of Directors that equals the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03Section) and (ii) the percentage that the number of Tender Shares beneficially owned by Parent and its Affiliates Merger Subsidiary (including Tender Shares accepted for payment) bears to the total number of Tender Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of DirectorsCompany Board, including increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts take all actions necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (Ai) each committee of the Company Board of Directors and (Bii) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, that represents the same percentage as such individuals represent on the Board of DirectorsCompany Board, in each case to the fullest extent permitted by Applicable Law. Notwithstanding the foregoing, until Parent and/or Merger Subsidiary acquires a majority of the Voting Shares, the Company shall (subject to the fiduciary duties of the Company Board) use its reasonable efforts to ensure that all of the members of the Company Board and such committees and boards as of the date of this Agreement who are not employees of the Company shall remain members of the Company Board and such committees and boards until the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall (subject to the following sentence) promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent shall supply to the Company in writing any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent’s designees pursuant to this Section 1.03(a2.03(a) and until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board including any action by any other director of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent and or Merger Subsidiary shall cause each committee and any waiver of compliance with any of the Board of Directors and agreements or conditions contained herein for the board of directors of each Subsidiary benefit of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this AgreementCompany.

Directors. (a) Effective Promptly upon the acceptance for payment acquisition by Newco of any Shares pursuant such number of shares constituting a majority of Company Common Stock and from time to the Offertime thereafter, Parent shall be entitled to designate a majority of the number members of directors, rounded up to the next whole number, on the Company's Board of Directors that equals Directors, subject to compliance with Section 14(f) of the product Exchange Act. Company shall, upon request by Parent, promptly increase the size of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing to the number extent permitted by its Certificate of directors and seeking and accepting Incorporation, and/or secure the resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts number directors as is necessary to cause individuals designated by Parent enable Parent's designees to constitute the number of members, rounded up be so elected to the next whole number, on (A) each committee of the Board of Directors and (Bshall cause Parent's designees to be so elected. Company shall take, at its sole expense, all action necessary to effect any such election, including mailing to its stockholders the information required by Section 14(f) each board of directors of each Subsidiary of the Exchange Act and Rule 14f-1 promulgated thereunder in form and substance reasonably satisfactory to Parent and its counsel, provided that Newco shall have furnished to Company all information required to be included in the Schedule 14(f)-1 Information Statement (and each committee thereofthe "Schedule 14f-1") that, in each case, represents the same percentage as such individuals represent with respect to Parent's designees on the board. In the event that a Continuing Director (as defined in Section 1.03(b)) resigns from Company's Board of Directors. Notwithstanding , Parent, Newco and Company shall permit the foregoing, following remaining Continuing Director to appoint his successor in his reasonable discretion. (b) Following the election or appointment of Parent’s 's designees pursuant to this Section 1.03(a) 1.03 and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective TimeTime (as defined in Section 2.03), any remaining Continuing Directors amendment or termination of this Agreement, extension for the performance or waiver of the obligations or other acts of Parent or Newco or waiver of any of Company's rights hereunder, shall require the concurrence of a majority of Company's directors (or Continuing Directorthe concurrence of the director, if there shall be is only one remaining) shall be entitled to designate then in office who are directors on the date hereof (a person to fill "Continuing Director"), or are directors (other than directors designated by Parent in accordance with this Section 1.03) designated by such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementvacancy.

Directors. (a) Effective upon the acceptance Promptly after Purchaser first accepts for payment of any Shares tendered and not withdrawn pursuant to the OfferOffer (the “Appointment Time”), Parent and from time to time thereafter as Shares are accepted for payment by Purchaser, Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors that equals as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Section 1.03sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent Parent, Purchaser and any of its Affiliates (including Shares accepted for payment) affiliates bears to the total number of Shares then outstanding; provided that in no event shall the number of Purchaser designees constitute less than a majority of the Company Board of Directors. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly (and in any event to the extent reasonably practicable within one (1) Business Day) filling vacancies or newly created directorships on the Company Board of Directors, promptly (and in any event to the extent reasonably practicable within one Business Day) increasing the size of the Company Board of Directors (including by amending the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate”), the Amended and Restated Bylaws of the Company (the “Company Bylaws”, and together with the Company shall use Certificate, the “Company Governing Documents”) of the Company if necessary so as to increase the size of the Company Board of Directors) and/or promptly (and in any event to the extent reasonably practicable within one Business Day) securing the resignations of such number of its reasonable best efforts incumbent directors as are necessary or desirable to take all action necessary to cause Parentenable Purchaser’s designees to be so elected or appointed designated to the Company Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals Purchaser’s designees to be so elected or designated at such time. Any and all members of the Company Board of Directors immediately prior to such appointments by Parent who remain on the Company Board after such appointments by Parent shall be referred to as “Continuing Directors” and each a “Continuing Director”. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Parent Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (Ai) each committee of the Company Board of Directors and Directors, (Bii) each board of directors (or similar body) of each Subsidiary of the Company and (and iii) each committee thereof(or similar body) thatof each such board, in each casecase to the extent permitted by applicable Law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq”). The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), represents including mailing to stockholders (together with the same percentage Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as such individuals represent on is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Notwithstanding Purchaser shall supply the foregoingCompany with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, following directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or appointment of otherwise. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event that Parent’s designees pursuant are elected or appointed to this Section 1.03(a) and until the Effective Time, the Company Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective TimeTime pursuant to Section 1.3(a) hereof and there shall be any Continuing Directors, any remaining the approval of a majority of such Continuing Directors (or the sole Continuing Director, Director if there shall be only one remainingContinuing Director) shall be entitled required in order to: (i) amend or terminate this Agreement, or agree to designate a person consent to fill such vacancy who is not an officer, director, stockholder any amendment or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes termination of this Agreement, orin any case on behalf of the Company; (ii) extend the time for performance of, if no Continuing Directors then remainor waive, any of the obligations or other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees acts of Parent or Purchaser under this Agreement; or (iii) waive any condition to the Company’s obligations hereunder or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreementthe Company’s rights hereunder.